<PAGE>
As filed with the Securities and Exchange Commission on January 31, 1997
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
AMERUS LIFE HOLDINGS, INC.
(Exact name of registrant as specified in its Articles of Incorporation)
IOWA 42-1459712
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
418 SIXTH AVENUE
DES MOINES, IOWA 50309-2407
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ALL*AMERUS SAVINGS AND RETIREMENT PLAN FOR EMPLOYEES
OF AMERUS LIFE HOLDINGS, INC.
(Full title of plan)
JAMES A. SMALLENBERGER COPY TO:
SENIOR VICE PRESIDENT AND SECRETARY BRIAN J. FAHRNEY, ESQ.
AMERUS LIFE HOLDINGS, INC. SIDLEY & AUSTIN
418 SIXTH AVENUE ONE FIRST NATIONAL PLAZA
DES MOINES, IOWA 50309-2407 CHICAGO, ILLINOIS 60603
(515) 280-1331 (312) 853-7000
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AGGREGATE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE (1)(2) OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, no par value . . . 400,000 $19.50 $7,800,000 $2,364.00
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rules 457(h) and 457(c) of the Securities Act of 1933,
based upon the average of the high and low sale prices of the Class A
Common Stock, no par value, of AmerUs Life Holdings, Inc., being traded
on a when-issued basis on The Nasdaq National Market on January 29, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by AmerUs Life Holdings, Inc. (the
"Company") are incorporated herein by reference and shall be deemed to be a
part hereof:
(a) The Prospectus, dated January 28, 1997, and contained in the
Registration Statement on Form S-1 filed by the Company with the Commission
(No. 333-12239).
(b) The description of the Company's class A common stock, no par
value per share (the "Common Stock"), which is contained in the Registration
Statement on Form 8-A filed by the Company with the Commission on January 3,
1997, including any subsequent amendment or any report filed for the purpose
of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold are
deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the respective dates of filing of such documents
(such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
II-2
<PAGE>
Sections 851 and 856 of the Iowa Business Corporation Act ("IBCA")
provide that a corporation has the power to indemnify its directors and
officers against liabilities and expenses incurred by reason of such person
serving in the capacity of director or officer, if such person has acted in
good faith and in a manner reasonably believed by the individual to be in or
not opposed to the best interests of the corporation, and in any criminal
proceeding if such person had no reasonable cause to believe the individual's
conduct was unlawful. The foregoing indemnity provisions notwithstanding, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made to such director or officer with respect to any
matter as to which such individual has been adjudged to be liable to the
corporation unless, and only to the extent that, a court determines that
indemnification is proper under the circumstances.
The Company's Articles of Incorporation provide that the Company
shall indemnify its directors to the fullest extent possible under the IBCA.
The Company's Bylaws extend the same indemnity to its officers. The Articles
of Incorporation provide that no director shall be liable to the Company or
its shareholders for monetary damages for breach of the individual's
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any transaction in which the director
derived an improver personal benefit, or (iv) under the IBCA provisions
relating to improper distributions.
The Company maintains a directors' and officers' liability insurance
policy to insure against losses arising from claims made against its
directors and officers, subject to the limitations and conditions as set
forth in the policies. In addition, the Company has entered into
indemnification agreements with its directors and certain of its executive
officers providing for the indemnification of such persons as permitted by
the Company's Articles of Incorporation and Iowa law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Company will submit the All*AmerUs Savings and Retirement Plan
for Employees of AmerUs Life Holdings, Inc. (the "Plan") and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the Plan.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4(a) Amended and Restated Articles of Incorporation of the Company,
(Exhibit 3.5 to Amendment No. 3 to the Company's Registration
Statement on Form S-1 (No. 333-12239) dated December 12, 1996,
incorporated herein by reference).
4(b) By-Laws of the Company, (Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (No. 333-12239) dated September 18, 1996,
incorporated herein by reference).
*4(c) All *AmerUs Savings and Retirement Plan for Employees of AmerUs Life
Holdings, Inc.
*4(d) Amendment No. 1 to All *AmerUs Savings and Retirement Plan for
Employees of AmerUs Life Holdings, Inc.
*5 Opinion of James A. Smallenberger, Esq. as to the legality of the
securities being registered.
*23(a) Consent of James A. Smallenberger, Esq. (included in his opinion filed
as Exhibit 5).
*23(b) Consent of KPMG Peat Marwick LLP.
*24 Powers of Attorney.
_________________________
*Filed herewith.
II-3
<PAGE>
ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this Registration Statement is on Form S-3 or Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remained unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Des Moines, Iowa on January 31,
1997.
AMERUS LIFE HOLDINGS, INC.
By: /s/ Roger K. Brooks
--------------------------------
Roger K. Brooks
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on January 31, 1997 by the following
persons in the capacities and on the date indicated.
SIGNATURE TITLE(S)
/s/ Roger K. Brooks
- ----------------------------- Chairman, President and Chief Executive Officer
Roger K. Brooks (principal executive officer) and Director
/s/ Michael E. Sproule
- ----------------------------- Executive Vice President and Chief Financial
Michael E. Sproule Officer (principal financial officer)
/s/ Michael G. Fraizer
- ----------------------------- Senior Vice President and Controller/Treasurer
Michael G. Fraizer (principal accounting officer)
*
- ----------------------------- Director
John R. Albers
*
- ----------------------------- Director
Malcolm Candlish
II-5
<PAGE>
SIGNATURE TITLE(S)
*
- ----------------------------- Director
D T Doan
*
- ----------------------------- Director
Thomas F. Gaffney
*
- ----------------------------- Director
Sam C. Kalainov
*
- ----------------------------- Director
John W. Norris, Jr.
*
- ----------------------------- Director
Jack C. Pester
*
- ----------------------------- Director
John A. Wing
* By: /s/ James A. Smallenberger
-----------------------------
James A. Smallenberger
(Attorney in fact)
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the All*AmerUs Savings and Retirement Plan
for Employees of AmerUs Life Holdings, Inc.), has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Des Moines, State of Iowa, on
January 31, 1997.
All*AmerUs Savings and Retirement Plan
for Employees of AmerUs Life Holdings, Inc.
By: /s/ Victor N. Daley
-------------------------------------
Victor N. Daley, Chairman of the
Benefit and Pension Committee, as
Plan Administrator
II-7
<PAGE>
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4(a) Amended and Restated Articles of Incorporation of the Company,
(Exhibit 3.5 to Amendment No. 3 to the Company's Registration
Statement on Form S-1 (No. 333-12239) dated December 12, 1996,
incorporated herein by reference).
4(b) By-Laws of the Company, (Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (No. 333-12239) dated September 18, 1996,
incorporated herein by reference).
*4(c) All *AmerUs Savings and Retirement Plan for Employees of AmerUs Life
Holdings, Inc.
*4(d) Amendment No. 1 to All *AmerUs Savings and Retirement Plan for
Employees of AmerUs Life Holdings, Inc.
*5 Opinion of James A. Smallenberger, Esq. as to the legality of the
securities being registered.
*23(a) Consent of James A. Smallenberger, Esq. (included in his opinion filed
as Exhibit 5).
*23(b) Consent of KPMG Peat Marwick LLP.
*24 Powers of Attorney.
_________________________
*Filed herewith.
II-8
<PAGE>
ALL*AMERUS SAVINGS & RETIREMENT PLAN
FOR EMPLOYEES OF AMERICAN MUTUAL LIFE
RESTATEMENT EFFECTIVE JANUARY 1, 1996
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE T: TERMINOLOGY. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
T.01 Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
T.02 Affiliated Company. . . . . . . . . . . . . . . . . . . . . . . 1
T.03 Annuity Starting Date . . . . . . . . . . . . . . . . . . . . . 1
T.04 Basic Contribution. . . . . . . . . . . . . . . . . . . . . . . 2
T.05 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . 2
T.06 Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
T.07 Break in Service. . . . . . . . . . . . . . . . . . . . . . . . 2
T.08 Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
T.09 Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
T.10 Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
T.11 Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . 2
T.12 Date of Employment. . . . . . . . . . . . . . . . . . . . . . . 3
T.13 Date of Separation. . . . . . . . . . . . . . . . . . . . . . . 3
T.14 Disability. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
T.15 Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . 4
T.16 Employee. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
T.17 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
T.18 Highly Compensated. . . . . . . . . . . . . . . . . . . . . . . 4
T.19 Hour of Service . . . . . . . . . . . . . . . . . . . . . . . . 5
T.20 Interim Benefit Supplement. . . . . . . . . . . . . . . . . . . 6
T.21 Intern. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
T.22 Investment Manager. . . . . . . . . . . . . . . . . . . . . . . 6
T.23 Investment Option . . . . . . . . . . . . . . . . . . . . . . . 6
T.24 Limitation Year . . . . . . . . . . . . . . . . . . . . . . . . 7
T.25 Matching Contribution . . . . . . . . . . . . . . . . . . . . . 7
T.26 Member. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
T.27 Period of Service . . . . . . . . . . . . . . . . . . . . . . . 7
T.28 Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
T.29 Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
T.30 Predecessor Plan. . . . . . . . . . . . . . . . . . . . . . . . 7
T.31 Pretax Contribution . . . . . . . . . . . . . . . . . . . . . . 7
T.32 Profit-Sharing Contribution . . . . . . . . . . . . . . . . . . 7
T.33 Rollover Contribution . . . . . . . . . . . . . . . . . . . . . 7
T.34 Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
T.35 Test Compensation . . . . . . . . . . . . . . . . . . . . . . . 7
T.36 Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . 8
T.37 Trust Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
T.38 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 1: INTRODUCTION AND MERGER PROVISIONS . . . . . . . . . . . . . . . . 8
1.01 Establishment of Plan . . . . . . . . . . . . . . . . . . . . . 8
1.02 Rules for Merger . . . . . . . . . . . . . . . . . . . . . . . 9
1.03 Additional Rollovers. . . . . . . . . . . . . . . . . . . . . . 9
1.04 Participation by Transferees. . . . . . . . . . . . . . . . . . 9
ARTICLE 2: JOINING THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . .10
2.01 Employees Eligible to Participate . . . . . . . . . . . . . . .10
2.02 Initial Enrollment and Membership . . . . . . . . . . . . . . .10
2.03 Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . .10
2.04 Recommencement by Former Employee . . . . . . . . . . . . . . .11
2.05 Leased Employees. . . . . . . . . . . . . . . . . . . . . . . .11
ARTICLE 3: CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .11
3.01 Pretax Contributions. . . . . . . . . . . . . . . . . . . . . .11
3.02 Company Contributions . . . . . . . . . . . . . . . . . . . . .11
3.03 Rollover Contributions. . . . . . . . . . . . . . . . . . . . .12
3.04 Pretax Contribution Elections . . . . . . . . . . . . . . . . .12
3.05 Payment of Contributions to Trust.. . . . . . . . . . . . . . .13
3.06 Statutory Limitations and Disposition of Excess Contributions..13
3.07 Reemployed Veterans . . . . . . . . . . . . . . . . . . . . . .15
i
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TABLE OF CONTENTS
PAGE
ARTICLE 4: ACCOUNTS OF MEMBERS. . . . . . . . . . . . . . . . . . . . . . . .15
4.01 Individual Account for Each Member. . . . . . . . . . . . . . .15
4.02 Benefits Not Assignable . . . . . . . . . . . . . . . . . . . .16
ARTICLE 5: INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .16
5.01 Member-Directed Investments . . . . . . . . . . . . . . . . . .16
5.02 Changing Investment Instructions. . . . . . . . . . . . . . . .17
5.03 Consequences of Investment Instructions . . . . . . . . . . . .17
5.04 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .17
5.05 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
5.06 ERISA Section 404(c) Plan . . . . . . . . . . . . . . . . . . .17
5.07 Disputes. . . . . . . . . . . . . . . . . . . . . . . . . . . .17
ARTICLE 6: DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .18
6.01 Termination of Employment . . . . . . . . . . . . . . . . . . .18
6.02 Forms of Distribution . . . . . . . . . . . . . . . . . . . . .18
6.03 Elections Regarding Distribution. . . . . . . . . . . . . . . .19
6.04 Required Time for Distribution. . . . . . . . . . . . . . . . .20
6.05 Distribution upon Death . . . . . . . . . . . . . . . . . . . .21
6.06 Statutory Requirements Regarding Distribution . . . . . . . . .22
6.07 Direct Rollover of Distribution . . . . . . . . . . . . . . . .22
6.08 Facility of Payment . . . . . . . . . . . . . . . . . . . . . .24
6.09 Forfeitures and Deemed Distributions. . . . . . . . . . . . . .24
6.10 Recovery of Payments Made by Mistake. . . . . . . . . . . . . .24
ARTICLE 7: WITHDRAWALS. . . . . . . . . . . . . . . . . . . . . . . . . . . .25
7.01 Withdrawals after Age 59- 1/2.. . . . . . . . . . . . . . . . .25
7.02 Hardship Withdrawals. . . . . . . . . . . . . . . . . . . . . .25
ARTICLE 8: LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
8.01 Eligibility for Loan. . . . . . . . . . . . . . . . . . . . . .26
8.02 Terms of Loan . . . . . . . . . . . . . . . . . . . . . . . . .27
8.03 Accounting for Loans. . . . . . . . . . . . . . . . . . . . . .28
8.04 Administration of Loans . . . . . . . . . . . . . . . . . . . .28
8.05 Preemption of Usury Laws. . . . . . . . . . . . . . . . . . . .28
8.06 Loans to Military Personnel . . . . . . . . . . . . . . . . . .29
8.07 Disputes. . . . . . . . . . . . . . . . . . . . . . . . . . . .29
ARTICLE 9: VESTING AND SERVICE. . . . . . . . . . . . . . . . . . . . . . . .29
9.01 Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
9.02 Service . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
ARTICLE 10: PLAN ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . .30
10.01 Committee as Plan Administrator . . . . . . . . . . . . . . . .30
10.02 Conduct of Committee Business . . . . . . . . . . . . . . . . .30
10.03 Records and Reports of Committee . . . . . . . . . . . . . . .31
10.04 Responsibilities of Board, Committee, and Trustee . . . . . . .31
10.05 Allocation or Delegation of Duties and Responsibilities . . . .32
10.06 Procedure for Allocation or Delegation of
Fiduciary Duties . . . . . . . . . . . . . . . . . . . . . .32
10.07 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .32
10.08 Indemnification . . . . . . . . . . . . . . . . . . . . . . . .32
10.09 Disputes . . . . . . . . . . . . . . . . . . . . . . . . . . .33
10.10 Claims Procedure . . . . . . . . . . . . . . . . . . . . . . .33
10.11 Appeal Procedure . . . . . . . . . . . . . . . . . . . . . . .34
10.12 Exhaustion of Administrative Remedies . . . . . . . . . . . . .35
10.13 Limitation on Actions . . . . . . . . . . . . . . . . . . . . .35
10.14 Federal Preemption . . . . . . . . . . . . . . . . . . . . . .35
10.15 No Right to Jury Trial; Evidence . . . . . . . . . . . . . . .35
10.16 Scope of Review . . . . . . . . . . . . . . . . . . . . . . . .35
10.17 Limitation on Damages . . . . . . . . . . . . . . . . . . . . .36
10.18 Member Plan Data . . . . . . . . . . . . . . . . . . . . . . .36
10.19 Advisors Not Fiduciaries . . . . . . . . . . . . . . . . . . .36
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10.20 Procedure for Processing Domestic Relations Order . . . . . . .36
10.21 Procedures for Period during Which Determination
Is Being Made . . . . . . . . . . . . . . . . . . . . . . .37
10.22 Single-Sum Distributions to Alternate Payees . . . . . . . . .37
ARTICLE 11: AMENDMENT, TERMINATION OR MERGER. . . . . . . . . . . . . . . . .38
11.01 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . .38
11.02 Termination . . . . . . . . . . . . . . . . . . . . . . . . . .38
11.03 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . .38
11.04 Representations Contrary to Plan . . . . . . . . . . . . . . .39
ARTICLE 12: ESTABLISHMENT OF TRUST. . . . . . . . . . . . . . . . . . . . . .39
12.01 Agreements of Trust . . . . . . . . . . . . . . . . . . . . . .39
12.02 Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
12.03 Trust Fund for Exclusive Benefit of Members and
Beneficiaries . . . . . . . . . . . . . . . . . . . . . . .39
12.04 Refund of Certain Company Contributions . . . . . . . . . . . .39
ARTICLE 13: TOP-HEAVY REQUIREMENTS. . . . . . . . . . . . . . . . . . . . . .41
13.01 Top-Heaviness Determination . . . . . . . . . . . . . . . . . . .41
13.02 Effect of Top-Heaviness . . . . . . . . . . . . . . . . . . . . .41
ARTICLE 14: MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . .41
14.01 Employment Rights . . . . . . . . . . . . . . . . . . . . . . . .41
14.02 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
14.03 Number and Gender . . . . . . . . . . . . . . . . . . . . . . . .42
14.04 Construction . . . . . . . . . . . . . . . . . . . . . . . . . .42
14.05 Adoption of Plan Contingent upon IRS Approval . . . . . . . . . .42
APPENDIX A: ADOPTING COMPANIES. . . . . . . . . . . . . . . . . . . . . . . A-1
APPENDIX B: CALCULATION OF SUPPLEMENTAL PERCENTAGE. . . . . . . . . . . . . B-1
APPENDIX C: CENTRAL LIFE PLAN . . . . . . . . . . . . . . . . . . . . . . . C-1
C.01 Background. . . . . . . . . . . . . . . . . . . . . . . . . . C-1
C.02 Service . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
C.03 Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
C.04 Investment Options. . . . . . . . . . . . . . . . . . . . . . C-1
APPENDIX D: AMERICAN MUTUAL PLANS . . . . . . . . . . . . . . . . . . . . . D-1
D.01 Background. . . . . . . . . . . . . . . . . . . . . . . . . . D-1
D.02 Service . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
D.03 Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
D.04 Investment Options. . . . . . . . . . . . . . . . . . . . . . D-1
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ARTICLE T: TERMINOLOGY
Each word or phrase defined in this Article T shall have the following
meaning whenever it is used herein, unless a different meaning is clearly
required by the context of the Plan.
T.01 ACCOUNT. The bookkeeping account of a Member kept pursuant to Section
4.01, used to keep track of a Member's interest in the Trust Fund. Some of the
subaccounts kept on behalf of a Member are further defined in Section 4.01.
T.02 AFFILIATED COMPANY. A member of a controlled group of corporations
(as defined in Code section 1563(a), determined without regard to Code section
1563(a)(4) and Code section 1563(e)(3)(C)), of which American Mutual Life
Insurance Company is a member, or:
(a) An unincorporated trade or business which is under common control
with American Mutual Life Insurance Company, as determined under Code section
414(c) and regulations issued thereunder;
(b) An organization which is part of an affiliated service group with
American Mutual Life Insurance Company, as determined under Code section 414(m)
and the regulations thereunder; or
(c) Any other entity required to be aggregated with American Mutual
Life Insurance Company, pursuant to the regulations published under Code section
414(o).
T.03 ANNUITY STARTING DATE.
(a) The first day of the first period for which an amount is payable
as an annuity, or
(b) In the case of a benefit not payable in the form of an annuity,
the first day on which all events have occurred which entitle the Member to the
benefit.
In the case of a deferred annuity, the annuity starting date is the date
for which the annuity payments are to commence, not the date that the deferred
annuity is elected or the date the deferred annuity contract is distributed. In
the case of a single-sum distribution, obtaining the consents of the Member and
spouse (if required) are events which must occur before the Member is entitled
to the benefit.
T.04 BASIC CONTRIBUTION. Contributions made by the Company under Sec-
tion 3.02(a).
T.05 BENEFICIARY. The individual the Member designates to receive sums
credited to the Member's Account in the event of the
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Member's death. The term "Beneficiary" shall include a contingent
beneficiary designated by the Member to receive the Member's Account should
the Member's primary Beneficiary predecease the Member. The Member shall
designate a Beneficiary upon initial enrollment in the Plan, and may change
his Beneficiary by filing a new designation form with the Committee.
However, the designation by a married Member of a primary Beneficiary other
than his spouse shall not be valid unless the spouse consents to the
designation of the alternate Beneficiary, the spouse's consent acknowl-edges
the effect of the designation, and the designation is witnessed by a Plan
representative or a notary public.
A designation of a Beneficiary under a Predecessor Plan shall remain valid
under this Plan, until revoked by the Member.
In the event no valid Beneficiary designation is in effect, or if the
Member's Beneficiary has died and the Member has not made a new Beneficiary
designation, the Member's Beneficiary shall be the Member's spouse, or if there
is no spouse, the Member's estate.
T.06 BOARD. The Board of Directors of American Mutual Life Insurance
Company.
T.07 BREAK IN SERVICE. A period of absence of 60 or more consecutive
months, beginning with a Date of Separation and continuing until the next Date
of Employment.
T.08 CODE. The Internal Revenue Code of 1986, as it may be amended from
time to time.
T.09 COMMITTEE. The American Mutual Life Insurance Company Benefit and
Pension Committee.
T.10 COMPANY. American Mutual Life Insurance Company and any Affiliated
Company which, with the Board's approval, adopts this Plan. A complete list of
companies which have adopted this Plan is found in Appendix A. By adopting the
Plan, an Affiliated Company shall authorize the Board and the Committee to act
for it in all matters arising under or with respect to the Plan and shall comply
with any other terms and conditions as may be imposed by the Board.
T.11 COMPENSATION. The sum of (a) and (b), minus (c), where:
(a) Is a Member's W-2 compensation, as defined in Reg. section 1.415-
2(d)(11)(i); and
(b) Is amounts excluded from the Member's gross income pursuant to Code
sections 125, 402(e)(3), 402(h)(1)(B), and 403(b); and
(c) Is, to the extent the following items are a part of a Member's W-2
compensation, long-term incentives, moving expenses,
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severance payments, base and service credits taken in cash, car allowances,
fitness reimbursements and exam awards.
Compensation for any Plan Year shall not exceed $150,000, as indexed by
the Secretary of Treasury in accordance with Code section 401(a)(17)(B). In
determining the application of this limit, the "family group" rules of Code
section 414(q)(6) shall apply, except that in applying those rules, the term
"family" shall include only the Member's spouse, and any of his lineal
descen-dants who have not attained age 19 before the close of the Plan Year.
T.12 DATE OF EMPLOYMENT. The date on which an Employee first earns an Hour
of Service with the Company or an Affiliated Company.
T.13 DATE OF SEPARATION. The earliest of:
(a) The date on which an Employee (or Member) quits, retires, is
discharged or dies,
(b) The first anniversary of any period of absence from active
employment with the Company or an Affiliated Company, for any reason other than
those specified in Section T.13(a), subject to the provisions of Sections
T.13(c), 9.02(a)(5), and 9.02(a)(6). Date of Separation shall not include the
date on which an Employee transfers to an ineligible job classification or a
non-participating Affiliated Company.
(c) The date of disposition of business unit, as described in Section
6.01(c).
(d) In the case of an Employee (or Member) on maternity or paternity
leave which continues beyond the first anniversary of the absence on account of
the leave, the Employee's (or Member's) Date of Separation shall be the second
anniversary of his absence. Maternity or paternity leave means an absence from
work for any period--
(1) by reason of the pregnancy of the individual,
(2) by reason of the birth of a child of the individual,
(3) by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual, or
(4) for purposes of caring for such child for a period beginning
immediately following such birth or placement.
T.14 DISABILITY. Any physical or mental condition which renders a Member
incapable of performing the work for which he was employed or similar work, as
certified in writing by a doctor of medicine and as approved by the Committee.
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T.15 EFFECTIVE DATE. January 1, 1996.
T.16 EMPLOYEE. An individual described in Section 2.01.
T.17 ERISA. The Employee Retirement Income Security Act of 1974, as it may
be amended from time to time.
T.18 HIGHLY COMPENSATED. An Employee is Highly Compensated if at any time
during the calendar year ending within the applicable Plan Year (the "look-back
year") he:
(a) Was a 5-percent owner of the Company or an Affiliated Company as
defined in Code section 416(i);
(b) Earned more than $100,000 (as adjusted in accordance with section
414(q)(1) of the Code) in annual compensation from the Company and all Affiliat-
ed Companies;
(c) Earned more than $66,000 (as adjusted in accordance with section
414(q)(1) of the Code) in annual compensation from the Company and all Affiliat-
ed Companies and was a member of the "top paid group". The "top paid group"
includes all actively employed individuals who are in the top 20 percent of the
work force of the Company and Affiliated Companies on the basis of compensation,
except individuals who have not completed 6 months of service, who normally work
less than 17-1/2 hours per week, or who normally work not more than 6 months
during any year; or
(d) Was an officer of the Company or an Affiliated Company and
received compensation greater than 50% of the limit on annual benefits imposed
by Code section 415(b), unless he was an individual who has not completed 6
months of service, who normally works less than 17-1/2 hours per week, or who
normally works not more than 6 months during any year.
An Employee who was not an Employee described in Sections T.18 (a),(b),(c),
or (d) during the look-back year will be treated as Highly Compensated for the
current Plan Year (the "determination year"), if he is described in Sections
T.18 (b), (c), or (d), for the determination year, and the Employee is one of
the top 100 Employees by compensation during the determination year.
The determination described above shall be made with reference to the
definition of "highly compensated employee" found in Reg. section 1.414(q)-1T,
Q&A-2.
In no event will the Company and Affiliated Companies have more than 50
officers (or, if lesser, the greater of 3 individuals or 10 percent of the
employees) who are considered to be Highly Compensated merely by reason of their
status as officers. Only those 50 officers with the highest compensation will
be considered Highly Compensated.
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The determination of whether an Employee is Highly Compensated is made by
taking into account compensation as defined in Reg. section 1.415-2(d)(11)(i),
plus salary deferral contributions or elective deferrals to a cafeteria arrange-
ment or tax-sheltered annuity. Any compensation paid to family members of a
Highly Compensated Employee shall be treated as paid to the Employee in accor-
dance with Code section 414(q)(6). Family member, for this purpose, means the
Employee's spouse, and his lineal ascendants and descendants and their spouses.
T.19 HOUR OF SERVICE.
(a) In the event an Employee is paid on an hourly basis, Hours of
Service means each hour for which he is:
(1) Directly or indirectly paid or entitled to payment by the
Company for the performance of duties;
(2) Directly or indirectly paid or entitled to payment by the
Company on account of a period of time during which no duties are performed
(irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability), layoff, jury
duty, military duty, or other authorized leave of absence. However, no more
than 501 Hours of Service shall be credited under this Section T.19(a)(2) on
account of any single continuous period during which the Employee performs no
duties (whether or not such period occurs in a single computation period).
Payments made or due under a plan maintained by the Company solely to comply
with applicable worker's compensation, or disability insurance law, or to
reimburse an Employee for medical or medically-related expenses shall not be
considered as payments by the Company for purposes of this Section T.19(a)(2);
(3) Either awarded back pay or for which the Company agrees to
pay such back pay, irrespective of mitigation of damages. An Hour of Service
received under this Section T.19(a)(3) shall be credited to that computation
period for which the award was granted. The same Hours of Service shall not be
credited under either Section T.19(a)(1) or (2), as the case may be, and also
under this Section T.19(a)(3). Hours of Service for which back pay is awarded
or agreed to with respect to periods described in Section T.19(a)(2) shall be
subject to the limitations set forth in that paragraph.
(b) In the event an Employee is not paid on an hourly basis, he shall
receive credit for 190 Hours of Service for each month in which he earns at
least one Hour of Service described in Section T.19(a)(1).
T.20 INTERIM BENEFIT SUPPLEMENT. Contributions made by the Company in
accordance with Section 3.02(d).
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T.21 INTERN. An intern is a student who has completed at least 2 years of
college, has a high GPA, is involved in extra-curricular activities which allow
for growth and a variety of experience, and meets the minimum requirements of
the job. An intern works for the Company in a field related to his or her
major.
T.22 INVESTMENT MANAGER. An individual or organization who is appointed by
the Committee to administer an Investment Option, and who is either:
(a) registered in good standing as an investment adviser under the
Investment Advisers Act of 1940;
(b) a bank, as defined in that Act;
(c) an insurance company qualified to perform investment management
services under the laws of more than one state of the United States; or
(d) a named fiduciary described in section 403(a)(1) of ERISA.
T.23 INVESTMENT OPTION. One of the options established by the Committee
under Article 5, under which amounts credited to a Member's Account may be
invested at the Member's direction. There is no limit upon the type of invest-
ment which the Committee may designate as an option, except that it may not be
one prohibited by ERISA and all of the options, taken together, must satisfy the
diversification requirements of section 404(c) of ERISA and the regulations
thereunder.
T.24 LIMITATION YEAR. The calendar year.
T.25 MATCHING CONTRIBUTION. Contributions made by the Company under
Section 3.02(b), that match Pretax Contributions.
T.26 MEMBER. An Employee who has joined in the Plan as provided in Article
2 and who has not yet received a complete distribution of his Account from the
Plan.
T.27 PERIOD OF SERVICE. The period of time beginning on a Date of Employ-
ment and continuing until the next Date of Separation.
T.28 PLAN. All*AmerUs Savings & Retirement Plan for Employees of American
Mutual Life, as it may be amended from time to time. Effective July 1, 1996,
the Plan will be the All*AmerUs Savings & Retirement Plan for Employees of
AmerUs Life.
T.29 PLAN YEAR. The calendar year.
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T.30 PREDECESSOR PLAN. Any plan or a portion of a plan which has been
merged into this Plan.
T.31 PRETAX CONTRIBUTION. That portion of a Member's Compensation which he
elects to defer to his Account on a pretax basis under Section 3.01.
T.32 PROFIT-SHARING CONTRIBUTION. A contribution made by a business unit
of the Company under Section 3.02(c).
T.33 ROLLOVER CONTRIBUTION. A contribution made by or on behalf of an
Employee, in accordance with Section 3.03.
T.34 SERVICE. The period determined in accordance with Section 9.02
T.35 TEST COMPENSATION. Compensation used for the purpose of determining
whether the nondiscrimination tests of Sections 3.06(b)(3), (4), and (5) are
met. The Committee shall have discretion to use any definition of Test Compen-
sation that is permissible under Code section 414(s). However, Test Compensa-
tion for any Plan Year shall be limited in accordance with Code
section 401(a)(17). This limit shall be adjusted upward and downward, in
accordance with any statutory changes to the dollar figure in Code
section 401(a)(17) and in accordance with any cost-of-living adjustments to
that figure under the Code.
T.36 TRUST AGREEMENT. An agreement entered into by the Company and one or
more Trustees to govern the Trust Fund, which agreement may provide for holding
funds under any other plan maintained by the Company or an Affiliated Company.
T.37 TRUST FUND. The sum of the contributions made to the Plan and held by
the Trustee or Trustees in a trust or trusts, increased by any profits or income
thereon and decreased by any losses or expenses incurred in the administration
of the Trust Fund and any payments made therefrom.
The Plan is an eligible individual account plan described in ERISA section
407(d)(3)(A) and may invest more than ten percent of its assets in qualifying
employer securities.
T.38 TRUSTEE. The one or more banks, trust companies, or other financial
institutions with trust powers, which are employed to hold and manage the Trust
Fund.
ARTICLE 1: INTRODUCTION AND MERGER PROVISIONS
1.01 ESTABLISHMENT OF PLAN. Effective January 1, 1996 ("Effective Date"),
American Mutual Life Insurance Company
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establishes the All*AmerUs Savings & Retirement Plan for Employees of
American Mutual Life ("Plan"). The Plan is intended to be a profit-sharing
plan.
The Plan is the result of the reorganization of defined contribution plans
(a)-(g) into profit-sharing plans (1)-(2) containing qualified cash or deferred
arrangements within the meaning of Code section 401(k):
PREDECESSOR PLANS
(a) American Mutual Life Insurance (formerly Central Life Assurance)
Company Flexible Savings Plan, EIN 42-0175020, PN 003;
(b) American Mutual Life Insurance Company Employee's Savings Plus
Plan and Trust Agreement, EIN 42-0611720, PN 002;
(c) American Mutual Life Insurance Company Employee's Progress
Sharing Plan and Trust Agreement, EIN 42-0611720, PN 003;
(d) Iowa Realty Company, Inc. Profit Sharing Plan, EIN 42-0791647, PN
001;
(e) Iowa Realty Company, Inc. Money Purchase Pension Plan, EIN 42-
0791647, PN 002;
(f) Iowa Realty Co., Inc. Employee's 401(k) Savings Plan, EIN 42-
0791647, PN 003; and
(g) First Realty, Ltd. Select Savings Plan, EIN 42-0870557, PN 003.
SURVIVING PLANS
(1) All*AmerUs Savings & Retirement Plan for Employees of American
Mutual Life, EIN 42-0175020, PN 101; and
(2) All*AmerUs Savings & Retirement Plan for Employees of AmerUs
Group, EIN 42-1324920, PN 102.
1.02 RULES FOR MERGER.
(a) The Committee may make rules consistent with the Code and
regulations thereunder governing the transactions described in Section 1.01,
including rules which specify when and in what manner assets are to be trans-
ferred to this Plan, how they shall be invested initially, and how and when
assets transferred to this Plan subsequently may be invested in Investment
Options in accordance with Members' instructions.
(b) Notwithstanding anything to the contrary, the transfers of assets
made in conjunction with the plan reorganization
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described in Section 1.01 shall comply with Code sections 414(l), 411(a)(10),
and 411(d)(6), pertaining to the preservation of account balances, vesting
schedules, and rights and options under the plans (including the availability
of qualified preretirement survivor and joint and survivor annuities).
1.03 ADDITIONAL ROLLOVERS. Following approval by the Internal Revenue
Service, Members may roll their benefits from the American Mutual Life Insurance
Company Pension Plan (EIN 42-0175020, PN 100) over into this Plan, upon terms
and conditions approved by IRS. The provisions of Section 1.02 (MUTATIS
MUTANDIS) shall apply to these rollovers also.
1.04 PARTICIPATION BY TRANSFEREES. Notwithstanding anything to the
contrary, if an individual's account balance or other benefit is rolled over
into this Plan, as described in Section 1.01 or 1.03, that individual shall
begin participation in this Plan immediately and shall be treated as a Member
for all purposes.
ARTICLE 2: JOINING THE PLAN
2.01 EMPLOYEES ELIGIBLE TO PARTICIPATE. Every Employee is eligible to
participate in the Plan. For purposes of this Plan, an Employee is any individ-
ual employed by the Company, who is not:
(a) In a unit of employees covered by a collective bargaining
agreement, unless the collective bargaining agreement specifically provides for
participation in this Plan;
(b) A nonresident alien;
(c) A leased employee within the meaning of Code section 414(n); or
(d) A part-time employee who is scheduled to work fewer than 20 hours
per week, unless such employee has earned 1,000 Hours of Service during (1) the
one- year period which commences on his Date of Employment, or (2) any Plan Year
subsequent to the employee's Date of Employment; or
(e) An Intern.
2.02 INITIAL ENROLLMENT AND MEMBERSHIP. An Employee (except for one
described in Section 2.01(d)) shall become a Member of the Plan the first day of
the month after his Date of Employment. An Employee described in Section
2.01(d) shall become a Member the first day of the month after the date he meets
the 1,000 Hours of Service requirement of that Section.
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An Employee shall enroll in the Plan by completing and delivering to the
Company an enrollment form and by making the initial contribution and investment
elections in such manner as the Company shall determine. This enrollment
information may be gathered electronically.
2.03 TRANSFERS.
(a) An individual employed by the Company or an Affiliated Company,
who transfers from an ineligible job classification to an eligible job classifi-
cation, shall join the Plan on the date he becomes an Employee.
(b) Any individual employed by the Company who transfers to a
position which makes him ineligible to participate in the Plan, shall cease
active Plan participation, but shall not be considered to have terminated his
employment. However, a Member who becomes a part-time employee described in
Section 2.01(d) shall continue active Plan participation.
2.04 RECOMMENCEMENT BY FORMER EMPLOYEE. Any Employee who terminates
employment and at a later date again becomes an Employee shall rejoin the Plan
on his date of reemployment.
2.05 LEASED EMPLOYEES. Leased employees (within the meaning of Code
section 414(n)) may not become Members. However, leased employees (within the
meaning of Code section 414(n)) who become common-law employees shall be
credited with Service for their periods of service as leased employees, as if
they had been common-law employees during the time that they performed leased
services for the Company or any Affiliated Company.
ARTICLE 3: CONTRIBUTIONS
3.01 PRETAX CONTRIBUTIONS. A Member may defer any whole percentage of
Compensation (up to 15%) as a Pretax Contribution for the Plan Year. A Member's
pay shall be reduced for each pay period by the percentage of the elected Pretax
Contribution.
In addition, a Member who also is a participant in the All*AmerUs Flexible
Benefit Plan maintained pursuant to Code section 125 may contribute flex credits
to the Plan as Pretax Contributions. Contributions of flex credits shall be
made at the time and in the manner specified in the flexible benefit plan.
3.02 COMPANY CONTRIBUTIONS.
(a) Basic Contributions. The Company shall contribute, on behalf of
each Qualified Member, 4% of Compensation as of the end of the Plan Year.
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(b) Matching Contributions.
(1) The Company shall contribute, on behalf of each Member, a
Matching Contribution equal to 125% of the Member's Pretax Contributions, to the
extent the Member's Pretax Contributions do not exceed 4% of Compensation.
(2) Matching Contributions shall be made each pay period to the
Matching Account of each Member who has made Pretax Contributions during the pay
period.
(c) Profit-Sharing Contributions. Each business unit within the
Company may elect to make a Profit-Sharing Contribution to be allocated among
Qualified Members employed by the business unit, in the manner specified by the
unit.
(d) Interim Benefit Supplement. The Company, each Plan Year, shall
contribute on behalf of each Qualified Member who was an active participant (as
of December 31, 1995) in a defined benefit plan sponsored by American Mutual
Life Insurance Company, an amount equal to the Supplemental Percentage multi-
plied by the Member's Compensation. The Interim Benefit Supplement payable to
any Member's Supplemental Account during the Plan Year shall be reduced by the
Profit-Sharing Contribution (if any) which is allocable to that Member's Profit-
Sharing Account for the Plan Year. This contribution shall be made as of the
end of each Plan Year.
The Supplemental Percentage for a Member shall be determined under the
formula described in Appendix B.
(e) Qualified Member. For purposes of this Section 3.02, "Qualified
Member" means a Member who, during a Plan Year for which a Company contribution
is made, earns 1,000 Hours of Service, and:
(1) Is employed on the last day of the Plan Year;
(2) Dies or becomes Disabled during the Plan Year; or
(3) Retires during the Plan Year. "Retirement", for this
purpose, means termination of employment after the later of (A) attainment of
age 55, and (B) the date the Member earns five years of Service.
3.03 ROLLOVER CONTRIBUTIONS. The Plan shall accept cash Rollover
Contribu-tions (within the meaning of Code sections 402(c) and 408(d)(3)(A),
including optional direct transfers under Code section 401(a)(31)) on behalf
of a Member from any plan qualified under section 401(a) of the Code and any
individual retirement account that meets the requirements of Code section
408(d)(3)(A)(ii). Rollover Contributions may be made at such time and in such
manner as the Committee may prescribe. A Rollover
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Contribution shall be forwarded to the Trustee as provided in Section 3.05,
if it is not paid directly to the Trustee.
3.04 PRETAX CONTRIBUTION ELECTIONS. A Member shall designate his level of
Pretax Contributions at the time he enrolls in the Plan. This election shall
remain in effect until changed by the Member, unless the Member's election is
suspended as a consequence of a hardship withdrawal or any other in-service
withdrawal, or his election would cause any limit imposed by the Code to be
exceeded.
Each change will be implemented with the payroll period following the
Member's election. Elections under this Section shall be made at such time, in
such manner, and in such form as the Committee may prescribe.
The Committee may reduce, suspend, or refund a Highly Compensated Member's
contributions, if the Committee finds that it is necessary to ensure compliance
with the limit on Pretax Contributions in Code section 402(g)(1) or any of the
nondiscrimination tests in Section 3.06. Unless a Member has changed or revoked
elections in the meantime, his elections may be restored as of the first day of
the Plan Year following such an action by the Committee, or such earlier date as
the Committee deems appropriate.
3.05 PAYMENT OF CONTRIBUTIONS TO TRUST. The Company shall forward contri-
butions made by Employees to the Trustee on the earliest date contributions
reasonably may be segregated from the Company's general assets, as determined
under the standards described in 29 CFR section 2510.3-102(b).
3.06 STATUTORY LIMITATIONS AND DISPOSITION OF EXCESS CONTRIBUTIONS.
(a) The maximum Pretax Contribution a Member may make in a calendar
year (when combined with any other plan containing a cash or deferred arrange-
ment sponsored by the Company or an Affiliated Company) is specified in Code
section 402(g)(1). The limit is $9,500 for 1996 and is adjusted for cost-of-
living by the Secretary of the Treasury. If the Committee discovers after the
close of a calendar year that excess Pretax Contributions have been made for
that year, the Committee shall implement the procedures in Section 3.06(b)(1).
(b) As of the end of a Plan Year (or more frequently, if determined
by the Committee), the Committee shall determine if the limitations imposed by
this Article 3 are sufficient or if contributions must be forfeited, distribut-
ed, or allocated to a suspense account, in the order provided below:
(1) First, the Committee shall determine if Pretax Contributions
in excess of the Code section 402(g)(1) limit have been made to the Plan. If
so, the excess deferral shall be
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returned to the Member who made it. This distribution shall include earnings
allocable to the contribution and shall be reduced by any allocable losses.
The Committee shall endeavor to make a correcting distribution by the April
15 following the year in which the excess deferral was made.
(2) Second, the Committee shall determine whether contributions
to the Plan have been made, which exceed the limitations of Code sections 415(c)
and (e). The Committee shall use W-2 compensation (as defined in Reg. section
1.415-2(d)(11)(i)) in making this determination. If, as a result of the
allocation of forfeitures, a reasonable error in determining the Member's W-2
compensation, or a reasonable error in determining the Member's maximum Pretax
Contributions, the annual addition to a Member's Account exceeds the maximum
permitted, Company contributions constituting excess annual additions (and any
gains on those contributions) shall be forfeited and used to reduce the Company-
's contributions for the succeeding Plan Year. Removal of excess annual
additions shall be made first from the Member's Supplemental Account, then from
the Member's Profit-Sharing Account, then from the Member's Basic Account, and
finally from the Member's Matching Account. If further corrective measures are
required, excess annual additions shall be distributed from the Member's Pretax
Account.
(3) Third, the Committee shall determine whether the actual
deferral percentage ("ADP") test in Reg. section 1.401(k)-1(b) has been met for
the Plan Year. If not, the Committee shall return the excess Pretax Contribu-
tions of Highly Compensated Members, beginning with the Member with the highest
actual deferral percentage, until the maximum deferral percentage permitted
under the test is reached. Excess amounts, increased by any gains or reduced by
any losses attributable to them, shall be distributed within two and one-half
months after the close of the Plan Year, or as soon thereafter as practicable.
(4) Fourth, the Committee shall determine whether the actual
contribution percentage ("ACP") test in Reg. section 1.401(m)-1(b) has been met
for the Plan Year. If not, the Committee shall return excess contributions of
Highly Compensated Members, beginning with the excess contributions of the
Member with the highest actual contribution percentage, until the maximum
contribution percentage permitted under the test is reached. Excess contribu-
tions shall be purged by forfeiting any remaining excess Matching Contributions
made to non-vested Members, and distributing excess Matching Contributions made
to vested Members. Excess contributions, increased by any gains or reduced by
any losses attributable to them, shall be distributed or forfeited within two
and one-half months after the close of the Plan Year, or as soon thereafter as
practicable.
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(5) Fifth, the Committee shall determine whether the multiple
use test ("MUT") in Reg. section 1.401(m)-2(b) is met for the Plan Year. If
not, the Committee shall reduce the actual contribution percentage for Highly
Compensated Members, in accordance with Section 3.06(b)(4).
(6) Sixth, any Matching Contribution of a Member, based on a
Pretax Contribution returned to the Member and not distributed or forfeited in
accordance with Section 3.06(b)(4), shall be forfeited and applied to reduce
Company contributions under the Plan.
3.07 REEMPLOYED VETERANS. If a Member terminates employment to serve in a
uniformed service (as defined in the Uniformed Services Employment and Reemploy-
ment Rights Act of 1994) and returns to the employ of the Company before his
statutory reemployment rights expire, then:
(a) The Member shall receive the Basic, Supplemental and Profit-
Sharing Contributions he would have received except for the fact that he was in
a uniformed service;
(b) The Member shall be permitted to make the Pretax Contributions he
would have been able to make except for the fact that he was in a uniformed
service; and
(c) The Company shall match the Member's make-up contributions in the
manner those contributions would have been matched had they been made during the
Member's stint in a uniformed service.
The Company shall have the discretionary authority to make reasonable
estimates of the amounts under Sections 3.07(a)-(c). This Section 3.07 shall
apply only if its application would not cause the Plan to violate the qualifica-
tion requirements of Code section 401(a), as interpreted by the Secretary of the
Treasury.
ARTICLE 4: ACCOUNTS OF MEMBERS
4.01 INDIVIDUAL ACCOUNT FOR EACH MEMBER. An individual bookkeeping Account
shall be maintained for each Member, to record his interests under the Plan.
Each Account shall be divided into separate subaccounts to track contributions,
investment earnings and losses, and expense charges:
(a) a Pretax Account for Pretax Contributions pursuant to
Section 3.01,
(b) a Basic Account for Basic Contributions pursuant to
Section 3.02(a),
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(c) a Matching Account for Matching Contributions pursuant to
Section 3.02(b),
(d) a Profit-Sharing Account for Profit-Sharing Contributions
pursuant to Section 3.02(c),
(e) a Supplemental Account for the Interim Benefit Supplement
pursuant to Section 3.02(d),
(f) a Rollover Account for Rollover Contributions pursuant to Section
3.03, and
(g) such other subaccounts as the Trustee or Committee deems neces-
sary to keep track of a Member's interests under the Plan.
4.02 BENEFITS NOT ASSIGNABLE. An interest in a Member's Account may not be
assigned or alienated in any manner whatsoever, except (i) to secure a loan
under the provisions of Article 8, or (ii) to comply with a domestic relations
order which has been determined to be qualified under Section 10.20.
ARTICLE 5: INVESTMENTS
5.01 MEMBER-DIRECTED INVESTMENTS. Each Member must determine how amounts
credited to his Account are to be invested in one or more Investment Options.
The Investment Options available to Members shall be selected by the Committee,
and may be changed by the Committee at any time. Investment Options shall be
valued as frequently as administratively practicable.
A Member's investment instructions shall be made in the form (including
electronic media) as the Committee may designate and shall state specifically:
(a) How contributions made to the Member's Account shall be allocated
among the various Investment Options; and
(b) How the Member's existing Account (as of the date the investment
instruction is given) shall be allocated among the various Investment Options.
A Member's contributions and existing Account may be allocated among the
various Investment Options in any proportions, so long as whole percentages are
used.
A Member who fails to give investment instructions in a form that is
acceptable to the Committee shall forfeit his right to future Company contribu-
tions and have his Account invested by the Committee in one or more Investment
Options in accordance with a default procedure adopted by the Committee.
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5.02 CHANGING INVESTMENT INSTRUCTIONS. Generally, a Member may change his
investment instructions under Section 5.01 at any time, so long as his new
instructions meet the standards of that Section. The change will become
effective the first business day following the date the administrator of the
Investment Option receives the Member's investment instructions. However,
investment in an Investment Option may be subject to a condition that funds be
held in the Investment Option for a specified length of time. If this kind of
restriction is imposed upon an Investment Option held by the Member, his right
to transfer funds from or into that Investment Option shall be restricted
accordingly.
5.03 CONSEQUENCES OF INVESTMENT INSTRUCTIONS. If a Member exercises
investment authority over the assets in his Account in the manner described in
Sections 5.01 and 5.02, then neither the Committee, the Trustee, the Company,
nor any other Plan fiduciary shall be liable for any loss that is the direct and
proximate result of the Member's exercise of investment authority.
5.04 EXPENSES. All investment fees shall be passed through to Members and
charged to their Accounts in accordance with generally accepted accounting
principles.
5.05 LOANS. A Member may receive loans from his Account, to the extent
permitted in Article 8. A loan to a Member shall be considered an earmarked
investment of the Member's Account and proportionately shall reduce the amounts
invested in the Investment Options, unless the Member specifically designates
the Investment Options from which loan funds are to be withdrawn. Repayments of
a loan shall reduce the amount of the loan investment and shall be invested in
Investment Options in accordance with the Member's then current instructions for
the investment of contributions to his Account.
5.06 ERISA SECTION 404(c) PLAN. This Plan is intended to meet the require-
ments of section 404(c) of ERISA and 29 CFR section 2550.404c-1, which shall
apply on a transaction-by-transaction basis. The only result of a material
failure to comply with ERISA section 404(c) or the regulations thereunder shall
be that the limited relief afforded by ERISA section 404(c) shall not apply to
the transaction at issue.
5.07 DISPUTES. All disputes arising under this Article or ERISA, including
(without limitation) whether or not the relief afforded by ERISA section 404(c)
applies to a particular transaction, shall be resolved through the Plan's claims
and appeal procedures.
ARTICLE 6: DISTRIBUTIONS
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6.01 TERMINATION OF EMPLOYMENT. Upon termination of employment with the
Company and its Affiliated Companies, a Member may receive a distribution from
the vested portion of his Account, under the following circumstances:
(a) Resignation (including normal retirement) or discharge;
(b) Disability; or
(c) Sale, transfer, or other disposition involving all or part of the
Company's business, but only if the Member's Account is not transferred to a
plan of the Member's new employer.
A Member's Beneficiary may receive a distribution of the Member's Account
upon the Member's death, as specified in Section 6.05.
6.02 FORMS OF DISTRIBUTION. Subject to any applicable spousal consent
rules, a Member may elect to have his vested Account paid in any one of the
following forms:
(a) A single cash sum;
(b) Periodic installments paid monthly, quarterly, or annually over a
period designated by the Member;
(c) Periodic installments paid monthly, quarterly, or annually in a
dollar amount specified by the Member;
(d) A joint and 50% survivor annuity for the lives of the Member and
spouse, which is purchased from a life insurance company with the proceeds of
the Member's Account; or
(e) An annuity for the Member's life, which is purchased from a life
insurance company with the proceeds of the Member's Account.
Installment payments under (b) and (c) shall not be made over a period
exceeding the Member's life expectancy.
An annuity described in (d) shall be purchased from an insurance company
designated in writing by the Member and his spouse. An annuity described in (e)
shall be purchased from an insurance company designated in writing by the
Member. Annuities may be purchased from American Mutual Life Insurance Company,
for no more than adequate consideration. A Member or Member and spouse shall be
solely responsible for their selection of an insurance company to provide
benefits in the form of an annuity.
A Member whose vested Account balance does not exceed $3,500, and has not
exceeded $3,500 at the time of any prior distribution or withdrawal, shall
receive his vested Account balance in a single cash sum as soon as administra-
tively practicable after the end of the calendar month in which he terminates
employment.
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6.03 ELECTIONS REGARDING DISTRIBUTION.
(a) A Member eligible to receive a distribution shall designate the
time for and the form of the distribution, if his vested Account is not cashed
out as described in the last paragraph of Section 6.02. A Member who fails to
make these designations shall have the vested Account distributed as described
in Section 6.04(a).
(b) If a Member is married on his Annuity Starting Date, his spouse
must consent to the form of payment of the Member's Account, unless the Member
elects the form of payment described in Section 6.02(d), or unless it is
established to the Committee's satisfaction that the spouse cannot be located.
A spouse's consent must (1) be in writing; (2) designate a specific Beneficiary
or specific group of Beneficiaries, which may not be changed without the
spouse's consent; (3) designate an optional form of benefit which may not be
changed without the spouse's consent; (4) acknowledge the effect of the elec-
tion; and (5) be witnessed by a notary public.
(c) Not earlier than 90 days, but not later than 30 days, before the
Annuity Starting Date, the Committee shall provide a benefit notice to a Member
who is eligible to make an election under this Section 6.03. The benefit notice
shall (1) describe the terms and conditions of the automatic forms of payment
available under the Plan; (2) explain the Member's right to elect or waive the
automatic forms described above; (3) describe the spouse's right to consent or
withhold consent from certain of the Member's elections; and (4) explain the
Member's right to defer distribution until age 65.
(d) If a Member, having received the benefit notice described in Section
6.03(c), affirmatively elects a form of payment and the spouse consents to that
form of payment (if required by Section 6.03(b)), distribution may begin,
provided the following requirements are met:
(1) The Member is provided information clearly indicating that
(in accordance with Section 6.03(c) he has a right to at least 30 days to
consider whether to waive an automatic form and consent to a form of payment
other than an automatic form;
(2) The Member is permitted to revoke an affirmative distribu-
tion election at least until the Annuity Starting Date, or, if later, at any
time prior to the expiration of the 7-day period that begins the day after the
benefit notice is provided to the Member;
(3) The Annuity Starting Date is after the date the benefit
notice is provided to the Member. However, the Annuity Starting Date may be
before the date that any affirmative distribu-
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<PAGE>
tion election is made by the Member and before the date that the distribution
is permitted to commence under Section 6.03(d)(4).
(4) Distribution in accordance with the affirmative election
does not commence before the expiration of the 7-day period that begins the day
after the benefit notice is provided to the Member.
(e) Notwithstanding anything in Section 6.03 or Section 6.04 to the
contrary, a Member shall not be deemed to have elected a life annuity (within
the meaning of Reg. section 1.401(a)-20, Q&A-4) unless (1) he is eligible to
receive a distribution under Section 6.01, (2) at a previous time, he elected to
receive benefits from this Plan or a Predecessor Plan in the form of a life
annuity, or (3) the provisions of Section 6.04(a) apply to the Member because he
has failed to make the elections required under this Section 6.03.
6.04 REQUIRED TIME FOR DISTRIBUTION.
(a) A Member, who terminates employment before attaining age 65 and
defers or does not designate a time for distribution in accordance with Section
6.03, shall begin receiving his Account balance as soon as administratively
practicable after the end of the calendar month in which he attains age 65. A
Member who terminates employment upon or after attaining age 65, shall begin
receiving his Account balance as soon as administratively practicable after the
end of the calendar month in which he retires or otherwise terminates employ-
ment. If the Member fails to designate the form of payment in accordance with
Section 6.03, his benefit shall be paid in the form described in Section 6.02(d)
(with the Company serving as the annuity provider), if he is married as of his
Annuity Starting Date, or in the form described in Section 6.02(e) (with the
Company serving as annuity provider), if he is not married as of his Annuity
Starting Date.
(b) If a Member is employed on the April 1 following the year in
which he attains age 70-1/2, he shall receive a minimum distribution on that
April 1, and shall receive a minimum distribution on each subsequent Decem-
ber 31, until he terminates employment. After termination of employment, the
remainder of the Member's Account shall be paid in accordance with
Section 6.04(a).
The amount of the initial minimum distribution shall equal the value of the
vested portion of the Member's Account as of the December 31 preceding his
attainment of age 70- 1/2, divided by the applicable divisor. The amount of any
subsequent minimum distribution shall equal the value of the Member's vested
Account as of the December 31 preceding the minimum distribution date, divided
by the applicable divisor. "Applicable divisor" means the period described in
Section 6.04(b)(2), if the Member's Beneficiary is his spouse, or, in any other
case, the lesser of:
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(1) The applicable divisor determined in accordance with Prop.
Reg. section 1.401(a)(9)-2, Q&A-4; or
(2) The joint life expectancy of the Member and Beneficiary, as
determined under Prop. Reg. section 1.401(a)(9)-1, Q&A-E1-E4, using the expected
return multiples in Tables V and VI of Reg. section 1.72-9.
(c) If a Member is required to receive a distribution, but the
Committee is unable to locate him within five years, his Account shall be
forfeited, and the forfeiture shall be used to reduce the Company's contribu-
tions for the Plan Year in which the forfeiture occurs. The forfeited Account
shall be restored and distributed to the Member, if he makes a claim for the
Account, or if the Committee is able to locate him. Payment of a restored
Account shall be made approximately 60 days after the date the Committee locates
the Member or, if earlier, the date a claim is filed.
If the Beneficiary of a lost Member applies for benefits, the Member's
forfeited Account shall be restored and paid in accordance with Section 6.05, if
the Beneficiary provides satisfactory evidence of the Member's death.
6.05 DISTRIBUTION UPON DEATH.
(a) If a Member dies before his Annuity Starting Date, if he has
elected a life annuity as described in Section 6.03(e), and if he is married at
the time of death, his spouse shall receive an annuity for her lifetime, which
shall be purchased from a life insurance company with the proceeds of the
Member's Account, unless the spouse elects to receive the Account balance in a
single sum. Generally, distribution shall commence as soon as administratively
practicable after the Committee receives satisfactory evidence of the Member's
death, or, if later, the date the Member would have attained age 65. However,
the spouse may direct that death benefits begin on the first day of any earlier
month following the Member's death.
(b) In any other case, if the Member dies before the Annuity Starting
Date, his benefit shall be distributed in a single sum to his Beneficiary.
Distribution shall occur as soon as administratively practicable after the end
of the calendar month in which the Committee receives satisfactory evidence of
the Member's death.
6.06 STATUTORY REQUIREMENTS REGARDING DISTRIBUTION.
(a) Regardless of any contrary provision in the Plan, a distribution
from the Plan to a Member shall begin no later than the 60th day after the close
of the Plan Year in which the latest of the following occurs:
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(1) The date the Member attains age 65,
(2) The 10th anniversary of the year in which the Member
commenced participation under the Plan, or
(3) The Member's termination of employment with the Affiliated
Companies.
(b) Regardless of any contrary provision in the Plan, any distribu-
tion shall be determined in accordance with Code section 401(a)(9) and the
proposed regulations thereunder, including the "minimum distribution incidental
benefit requirement" of Prop. Reg. section 1.401(a)(9)-2.
6.07 DIRECT ROLLOVER OF DISTRIBUTION. A distributee may elect to have an
eligible rollover distribution paid directly to a single eligible retirement
plan specified by the distributee. However, this election may not be made if
the total eligible rollover distributions paid to the distributee will be less
than $200.
A distributee may elect to divide an eligible rollover distribution so that
part is paid directly to an eligible retirement plan and part is paid to the
distributee. However, the part paid directly to the eligible retirement plan
must total at least $500.
A distributee may elect a direct rollover after having received a written
notice that complies with the rules of section 402(f) of the Code. In general,
payment to a distributee shall not begin until 30 days after the section 402(f)
notice is given. However, payment may be made sooner if the notice clearly
informs the distributee of the right to a period of at least 30 days to consider
the decision of whether or not to make a direct rollover, and the distributee,
after receiving the notice, makes an affirmative election to receive an immedi-
ate distribution. A distributee who fails to make an election in the 30-day
period shall receive the eligible rollover distribution immediately after the
30-day period expires.
For purposes of this Section, the following terms have the meanings set
forth below:
(a) An "eligible rollover distribution" is any distribution or
withdrawal payable under the terms of this Plan to a Member, which is described
in section 402(c)(4) of the Code. In general, this term includes any single-sum
distribution, and any distribution that is one in a series of substantially
equal periodic payments made over a period of less than ten (10) years, and is
less than the distributee's life expectancy. However, an eligible rollover
distribution does not include the portion of any distribution which constitutes
a minimum required distribution under section 401(a)(9) of the Code, or the
portion of any distribution which is a return of the after-tax contributions of
a Member. Such
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term also does not include a distribution to the Member's Beneficiary, unless
the Beneficiary is the Member's spouse.
(b) "Eligible retirement plan" means:
(1) An individual retirement account described in section 408(a)
of the Code;
(2) An individual retirement annuity described in section 408(b)
of the Code;
(3) An annuity plan described in section 403(a) of the Code; and
(4) A retirement plan qualified under section 401(a) of the
Code, but only if the terms of the plan permit the acceptance of rollover
distributions.
However, in the case of an eligible rollover distribution to a Beneficiary
who is a surviving spouse, an "eligible retirement plan" is an individual
retirement account or an individual retirement annuity.
(c) "Distributee" means a Member, the spouse of a deceased Member, or
a spouse who is an alternate payee under a Qualified Domestic Relations Order.
6.08 FACILITY OF PAYMENT. If the Committee deems an individual entitled to
receive benefits under this Plan incapable of receiving or disbursing the same
by reason of minority, illness or infirmity, mental incompetency, or incapacity
of any kind, the Committee may, in its discretion, direct the Trustee to take
any one or more of the following actions:
(a) To apply the benefits directly for the individual's comfort,
support and maintenance;
(b) To reimburse any person for support previously supplied to the
individual;
(c) To pay the benefits to a court-appointed legal representative or
guardian.
Payment of benefits pursuant to Section 6.08(a), (b), or (c) shall dis-
charge the Plan's indebtedness to the individual, PRO TANTO.
6.09 FORFEITURES AND DEEMED DISTRIBUTIONS. A Member who terminates
employment and as a result, receives a distribution of the vested portion of his
Company-derived Account balance, shall forfeit all non-vested amounts in the
Account. A Member who has no vested interest in the portion of his Account
derived from Company
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contributions shall be deemed to have received a distribution of such
portion upon termination of employment. Forfeitures under this Section shall
reduce Company contributions for the Plan Year in which the forfeitures arise.
A Member who has forfeited his entire Company-derived Account balance and
returns to the employ of the Company (or Affiliated Company) before incurring a
Break in Service shall have his Company-derived Account balance restored upon
his reemployment. A Member who has forfeited a portion of his Company-derived
Account and returns to the employ of the Company (or Affiliated Company) shall
have his Company-derived Account balance restored only if he repays the portion
of the distribution attributable to the Company-derived Account balance no later
than the earlier of (1) the date the Member would have incurred a Break in
Service or (2) the fifth anniversary of the date the Member is reemployed by the
Company (or Affiliated Company).
6.10 RECOVERY OF PAYMENTS MADE BY MISTAKE. Notwithstanding anything to the
contrary, a Member or Beneficiary is entitled to only those benefits provided by
the Plan and promptly shall return any payment, or portion thereof, made by
mistake of fact or law. Further notwithstanding anything to the contrary, an
alternate payee under a Qualified Domestic Relations Order is entitled to only
those benefits from the Plan as are designated by the order and promptly shall
return any payment, or portion thereof, made by mistake of fact or law. The
Committee may offset the future benefits of any recipient who refuses to return
an erroneous payment, in addition to pursuing any other remedies provided by
law.
ARTICLE 7: WITHDRAWALS
7.01 WITHDRAWALS AFTER AGE 59-1/2. A Member may make a single-sum
withdrawal from his Rollover, Pretax, and vested Matching Accounts, at any time
after he attains age 59-1/2. The withdrawal shall be made first from the
Member's Rollover Account, then from his Pretax Account, and lastly from the
vested portion of his Matching Account. If all or part of the distribution is
an eligible rollover distribution, the rules of Section 6.07 shall apply.
7.02 HARDSHIP WITHDRAWALS.
(a) Eligibility. A Member may request a hardship distribution prior
to age 59-1/2, if:
(1) He has received all other distributions available to him
under this Plan;
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(2) He has received the maximum loan available under this Plan;
(3) He has received all in-service distributions and loans
available under any other plan maintained by the Company or an Affiliated
Company, and
(4) He is requesting the distribution in order to:
(A) pay medical expenses for himself, his spouse, or his
dependents;
(B) purchase his principal residence;
(C) pay tuition, related educational fees, or room and
board for the next twelve months of post-secondary education for himself, his
spouse, or his dependents;
(D) prevent his eviction from the his principal residence;
or
(E) prevent foreclosure of the mortgage on his principal
residence.
(b) Amount. In general, the Committee shall permit the Member to
designate the amount to be withdrawn. However, the withdrawal amount shall not
be more than necessary to both meet the Member's financial need and pay any
reasonably anticipated federal, state, and local income taxes or penalties that
may result from the distribution.
The amount that may be withdrawn is further limited to the amount held in
the Member's Rollover, Pretax, and vested Matching Accounts, as of the date of
the withdrawal, minus any income earned on the Member's Pretax Account after
December 31, 1988, as specified in Reg. section 1.401(k)-1(d)(2)(ii).
(c) Consequences. A Member who makes a hardship withdrawal shall not
be eligible to make Pretax Contributions to this Plan, or any other plan
sponsored by the Company or an Affiliated Company, for the 12-month period
beginning on the date of withdrawal.
In addition, in the calendar year following the date of withdrawal, the
Member's Pretax Contribution may not exceed the amount set forth in Section
3.06(a), minus the Member's Pretax Contributions for the calendar year in which
he received the hardship distribution.
(d) Administration. The Committee shall determine whether a Member
is eligible to make a hardship withdrawal, as soon as possible following receipt
of an application for such a withdrawal. If it approves the application, the
Committee shall direct the
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<PAGE>
Trustee to pay the Member the amount requested (or any lesser amount dictated
by Section 7.02(b)) in a single sum. If all or part of the distribution is
an eligible rollover distribution, the rules of Section 6.07 shall apply.
A hardship withdrawal shall be made first from the Member's Rollover
Account, then from his Pretax Account, and lastly from the vested portion of his
Matching Account.
ARTICLE 8: LOANS
8.01 ELIGIBILITY FOR LOAN. A Member may borrow from his Account in
accordance with this Article 8 and the loan procedure which the Committee shall
establish, provided:
(a) The Member has not received a loan previously during the Plan
Year in which the loan request is made; and
(b) The Member is not using the loan as an artifice to extend the
repayment period of an outstanding loan beyond the limit in Section 8.02(d).
Neither a Member who is no longer an Employee nor a Beneficiary shall be
eligible to receive a loan under this Plan, unless he is a party-in-interest
described in section 3(14) of ERISA.
8.02 TERMS OF LOAN. The terms of each loan shall be set by the Committee
in accordance with its loan procedure, and the following provisions of this
Section 8.02:
(a) The minimum loan amount shall be $1,000.
(b) The maximum loan amount shall be the least of:
(1) $50,000, minus the highest outstanding balance of loans from
the Plan, any Predecessor Plan, and any plan of an Affiliated Company during the
one-year and one-day period ending on the date the loan is made;
(2) 50% of the Member's vested Account balance under the Plan,
valued as of the date the loan is made; or
(3) The aggregate balance of the Member's subaccounts which do
not contain Basic Contributions or Supplemental Contributions.
(c) The interest rate charged on the unpaid balance of the loan shall
be equal to the prime rate for loans charged by AmerUs Bank of Des Moines, Iowa
on the first business day of the month in which the loan is made.
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<PAGE>
(d) A loan shall be repaid within 5 years, except for one used to
purchase a Member's principal residence, which must be repaid within fifteen
years.
(e) Loans shall be repaid by payroll deduction, as described in the
loan procedure established by the Committee. If the Member is on an approved
leave of absence and not receiving paychecks from the Company, repayments shall
be made at the time and in the manner designated by the Committee's loan
procedure. All loan repayments shall be invested as provided in Section 5.05.
(f) Early repayment of a loan may be made without penalty.
(g) Generally, upon a Member's termination of employment (or, if
later, the termination of an approved leave of absence without a return to
employment with the Company or an Affiliated Company), the loan shall become
immediately due and payable. However, if termination of employment is the
result of (i) permanent closure of an office location, or (ii) elimination of
the Member's position, the Member may continue to remit monthly payments to the
Plan until the loan is repaid. If the Member fails to make three consecutive
monthly payments, the entire loan shall become immediately due and payable.
Any loan balance remaining after the entire loan becomes due and payable
under this Section 8.02(g) shall be repaid by direct payment to the Plan. If
the Member does not make payment, his Account shall be reduced by the amount
necessary to pay off the loan.
(h) A fee may be charged for the processing of any loan. The amount
of this fee shall be set by the Committee. The fee shall be deducted from the
Member's Account at the time a loan request is processed.
8.03 ACCOUNTING FOR LOANS.
(a) Loan funds for a Member shall be taken first from his Pretax
Account, then from his Matching Account (if vested), then from his Rollover
Account, then from any subaccount holding his voluntary, after-tax contributions
to a Predecessor Plan, then lastly from his Profit-Sharing Account.
(b) A subaccount, equal to the amount of the outstanding loan, shall
be established for the Member, and shall be maintained until the loan has been
repaid. The loan shall be the sole, directed investment of the subaccount.
(c) In the event the terms of a loan are violated, the loan will be
in default. If the Member does not make repayment of the remaining balance, his
Account shall be reduced by the amount of
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the loan, on the earlier of (1) the date the Member attains age 59-1/2, or
(2) the date the Member's employment terminates.
8.04 ADMINISTRATION OF LOANS. The Plan's loan program shall be adminis-
tered by the Committee, in accordance with the procedures it establishes and the
provisions of this Article 8.
Loans granted under the terms of a Predecessor Plan shall be administered
by the Committee in accordance with this Article 8, to the extent that any
change in prior administrative practices would not violate the terms of the note
governing such a loan.
8.05 PREEMPTION OF USURY LAWS. In any action to collect payments due under
a loan or to foreclose a security interest for a loan, no party may interpose
state usury laws as a defense to nonpayment or foreclosure. All such laws shall
be deemed preempted by section 514 of ERISA, to the extent they purport to
relate to the Plan and loans thereunder.
8.06 LOANS TO MILITARY PERSONNEL. Notwithstanding anything in these loan
provisions to the contrary, the interest rate charged to a Member in military
service, on a loan taken out prior to the Member's entry into the service, shall
not exceed six percent (6%) per annum, during any part of the period of military
service, as limited by the Soldiers' and Sailors' Civil Relief Act of 1940.
8.07 DISPUTES. All disputes over loans shall be resolved through the
Plan's claims and appeal procedures.
ARTICLE 9: VESTING AND SERVICE
9.01 VESTING.
(a) A Member's interest in his Pretax and Rollover Accounts shall be
fully vested and nonforfeitable at all times.
(b) A Member's interest in his Matching Account shall become fully
vested and nonforfeitable upon his completion of one year of Service, or upon
earlier death or Disability.
(c) A Member's interest in his Basic, Profit-Sharing, and Supplemen-
tal Accounts shall become fully vested and nonforfeitable upon his completion of
5 years of Service, upon the later of his attainment of age 65 or the 5th
anniversary of his participation in the Plan, or upon his death or Disability.
9.02 SERVICE. Service is the total time of an Employee's employment with
the Company, measured in years and months. In determining an Employee's
Service, all his Periods of Service shall be counted, unless cancelled or
excluded under Section 9.02(b).
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(a) Additionally, the following periods constitute Service:
(1) Service credited under the terms of a Predecessor Plan
(unless lost under the Predecessor Plan's terms), and any additional service
credited under an Appendix to this Plan;
(2) Periods of employment with an Affiliated Company (for the
period the entity is an Affiliated Company);
(3) Periods of employment with a predecessor to the Company or
an Affiliated Company, if the periods are credited under a plan of the predeces-
sor which is continued by the Company or an Affiliated Company;
(4) A leave of absence approved by the Company (or an Affiliated
Company) in writing; provided, however, if an individual does not return from
leave, his Service shall include only the first year of leave;
(5) A period of employment in a uniformed service (as defined in
the Uniformed Services Employment and Reemployment Rights Act of 1994), if the
Member was an Employee before his employment in the uniformed service and he
returns to the Company before his reemployment rights under the statute expire;
and
(6) Service following an Employee's termination of employment
with the Company or an Affiliated Company, if he resumes active employment
within 12 months.
(b) The following periods do not constitute Service, regardless of
any provision in this Section to the contrary:
(1) Service prior to a Break in Service, unless the Employee was
vested in some portion of his Account derived from Company contributions, at the
time of the Break in Service; and
(2) The interim maternity or paternity leave period between the
first and second anniversaries of absence, as described in Section T.13(d).
ARTICLE 10: PLAN ADMINISTRATION
10.01 COMMITTEE AS PLAN ADMINISTRATOR. The Committee shall be the plan
administrator within the meaning of ERISA section 3(16)(A).
10.02 CONDUCT OF COMMITTEE BUSINESS. The Committee shall conduct its
business according to the provisions of this Article 10 and shall hold meetings
in any convenient location. A majority of the members of the Committee shall
have power to act with or
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without a meeting, and the concurrence or dissent of any member may be
registered by telephone, e-mail, fax, wire, cablegram or letter.
10.03 RECORDS AND REPORTS OF COMMITTEE. The Committee shall keep such
written records as it shall deem necessary or proper, which shall be open for
inspection by the Company. The Trustee shall provide the Committee with regular
reports with respect to the current value of the assets held in the Trust Fund,
in such form as is acceptable to the Committee.
10.04 RESPONSIBILITIES OF BOARD, COMMITTEE, AND TRUSTEE. The Board,
the Company, the Committee, and the Trustee possess certain specified powers,
duties, responsibilities and obligations under the Plan and the Trust Agreement.
It is intended under this Plan and the Trust Agreement that each entity be
responsible solely for the proper exercise of its own functions and shall not be
responsible for any act or failure to act of another.
(a) The Board is responsible for:
(1) Appointing and removing Committee members;
(2) Making any amendments which increase the rate of benefit
accrual under the Plan or increase the cost of the Plan, unless the Board
delegates this responsibility to the Committee in writing, or such amendment is
required by the provisions of any law; and
(3) Terminating the Plan.
(b) The Committee is responsible for:
(1) Administering the Plan;
(2) Construing and interpreting the Plan, as provided in
Section 10.16;
(3) Making Plan amendments which are not described in
Section 10.04(a)(2);
(4) Adopting such rules and regulations as the Committee
determines are reasonably necessary or advisable to implement and administer the
Plan and to transact its business; and
(5) Selecting and monitoring the performance of Investment
Options.
(c) The Trustee is responsible for holding title to Plan assets, for
receiving contributions and investing them as directed by Members, for liquidat-
ing assets and disbursing them in accordance with the Committee's directions,
all as more particularly set forth in the Trust Agreement. If an Investment
Option is adminis-
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tered by an Investment Manager which has custody of the assets invested in
the Option, then the responsibilities described in the preceding sentence may
be delegated to the Investment Manager.
10.05 ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES. In
furtherance of its duties and responsibilities under the Plan, the Committee
may:
(a) Employ agents to carry out nonfiduciary responsibilities;
(b) Employ agents to carry out fiduciary responsibilities (other than
trustee responsibilities as defined in section 405(c)(3) of ERISA);
(c) Consult with counsel and advisors, who may be counsel and
advisors to the Company;
(d) Appoint one or more Investment Manager to administer some or all
of the Investment Options and delegate fiduciary responsibilities to them
(including trustee responsibilities defined in section 405(c)(3) of ERISA); and
(e) Provide for the allocation of fiduciary responsibilities (other
than trustee responsibilities as defined in section 405(c)(3) of ERISA) among
Committee members.
10.06 PROCEDURE FOR ALLOCATION OR DELEGATION OF FIDUCIARY DUTIES. Any
action described in Sections 10.05(b), (d), or (e) may be taken by the Committee
in accordance with the following procedure:
(a) Action shall be taken by a majority of the Committee in a meeting
or by unanimous action by way of consent resolution;
(b) Any delegation of fiduciary duties or any allocation of fiduciary
duties among members of the Committee may be modified or rescinded by the
Committee according to the procedure set forth in Section 10.06(a).
10.07 EXPENSES. The expenses of administering the Plan and the
compensation of all employees, agents, counsel, or advisors of the Committee,
including the Trustee's fees, shall be paid by the Company, unless the Company
decides to have expenses paid from the Trust Fund. In determining whether to
pay Plan expenses, the Company acts in a corporate and not a fiduciary capacity.
10.08 INDEMNIFICATION. The Company agrees to indemnify and reimburse
members of the Committee and employees acting for the Company, and all such
former members and former employees, for any and all expenses, liabilities, or
losses arising out of any act or omission relating to the rendition of services
for, or the management and administration of, the Plan.
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10.09 DISPUTES. Any dispute over the interpretation or application of
this Plan or any Predecessor Plan shall be resolved through the claims and
appeal procedures set forth in Sections 10.09 - 10.18. For purposes of those
Sections, "Plan" includes this Plan and any Predecessor Plan.
The purpose of these claims and appeal provisions is to secure the speedy,
inexpensive resolution of all disputes over Plan benefits and rights granted by
the Plan. These provisions shall be liberally construed so as to avoid litiga-
tion and its attendant expenses.
10.10 CLAIMS PROCEDURE. Each individual who claims entitlement to any
right or benefit under the Plan ("claimant") may submit a claim with respect to
that benefit or right. All claims shall be submitted in writing to the Commit-
tee and shall be accompanied by such information and documentation as the
Committee determines are required to make a ruling on the claim. Upon receipt
of a claim, the Committee shall consider the claim and shall render a decision
and communicate the same to the claimant.
The Committee shall render a decision within 90 days after receipt of the
claim, unless special circumstances require an extension of time for processing
the claim. If such an extension of time for processing is required, written
notice of the extension shall be furnished to the claimant prior to the termina-
tion of the initial 90-day period. In no event shall such extension exceed a
period of 90 days from the end of such initial period. The extension notice
shall indicate the special circumstances requiring an extension of time and the
date by which the Committee expects to render a decision.
In the event that the claim is denied in whole or in part, the claimant
shall be given notice in writing, which shall set forth the following in a
manner reasonably calculated to be understood by the claimant:
(a) The specific reason(s) for the denial;
(b) Specific reference to pertinent Plan provisions on which the
denial is based;
(c) A description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material or
information is necessary.
(d) An explanation of the Plan's appeal procedure.
The failure of the Committee to render a decision on a claim within the
time specified shall be deemed to be a denial of such claim.
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Any claim under this claims procedure must be submitted within 12 months
from the earlier of (i) the date on which the claimant learned of facts suffi-
cient to enable the claimant to formulate such claim, or (ii) the date on which
the claimant reasonably should have been expected to learn of facts sufficient
to enable the claimant to formulate such claim.
10.11 APPEAL PROCEDURE. When a claim has been or is deemed denied, the
claimant (hereinafter referred to as appellant) shall have the right within 60
days after receipt of written notice thereof or the date the claim is deemed
denied to file an appeal with Committee and to go through the appeal procedure
herein set forth. All appeals shall be in writing, and shall set forth the
reasons why the appellant believes the decision denying the claim is erroneous.
The appellant may be represented by counsel, or by other representative autho-
rized in writing by appellant in a manner specified by the Committee, and
appellant or appellant's counsel or duly authorized representative may review
pertinent documents and may submit issues and comments in writing to the
Committee. The expense of a paid representative shall be borne by the appel-
lant.
Within 60 days after such written appeal is received, the Committee shall
conduct a full and fair review of the entire claim. The Committee shall render
a decision on the appeal in writing not later than 60 days after receipt of the
written appeal, unless special circumstances (such as the need to hold a
hearing, which shall be determined by the Committee) require an extension of
time for processing, in which case a decision shall be rendered as soon as
possible, but not later than 120 days after receipt of a written appeal. If
special circumstances require an extension of time for processing, the Committee
shall so notify the appellant prior to the commencement of the extension. If
the Committee does not render a decision within 60 days (120 days if special
circumstances arise), the appeal shall be deemed denied.
The decision shall include specific references to provisions of this Plan
and of law and shall be written in a manner reasonably calculated to be under-
stood by the appellant. The decision of the Committee shall be final and shall
be binding upon the appellant, the appellant's Beneficiaries, heirs, and assigns
and all other individuals claiming by, through or under the appellant.
A failure to file a claim and an appeal in the manner and within the time
limits set forth herein shall be deemed a failure by the aggrieved party to
exhaust that party's administrative remedies and shall constitute a waiver of
the rights or benefits sought to be established under the Plan.
10.12 EXHAUSTION OF ADMINISTRATIVE REMEDIES. No legal action to
recover Plan benefits or to enforce or to clarify rights under the Plan shall be
commenced under section 502(a)(1)(B) of ERISA, or under any other provisions of
law, whether or not
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statutory, unless and until the claimant first shall have exhausted the
claims and appeal procedures available to the claimant hereunder in Sections
10.09 - 10.11. A claimant must raise all issues and present all theories
relating to his claim to the Committee at one time. Otherwise, the claimant
shall be deemed to have abandoned forever all issues and theories not raised
and presented to the Committee.
10.13 LIMITATION ON ACTIONS. Any suit brought to contest a decision of
the Committee shall be filed in a court of competent jurisdiction within one (1)
year from receipt of written notice of the Committee's final decision or from
the date the appeal is deemed denied, and any suit not filed within this one-
year limitation period shall be dismissed by the court. Service of legal
process shall be made upon the Plan by service upon the Committee.
10.14 FEDERAL PREEMPTION. All state law causes of action that arise
out of or relate to this Plan or to entitlement to rights or benefits under the
Plan shall be deemed to have been preempted by section 514 of ERISA.
10.15 NO RIGHT TO JURY TRIAL; EVIDENCE. In any suit contesting a
decision of the Committee, all issues of fact shall be tried by the court and
not by a jury. No evidence may be introduced in court which was not previously
presented to the Committee and no evidence may be introduced to modify or
contradict the terms of the Plan document.
10.16 SCOPE OF REVIEW. The Committee shall have full discretionary
authority to interpret and apply the terms of the Plan document and other
relevant documents and relevant provisions of law, and deference shall be
afforded the Committee's decisions. This grant of authority shall be broadly
construed and shall include the authority to find facts, to reach conclusions of
law, to interpret and apply ambiguous terms, and to supply missing terms
reasonably necessary to resolution of claims and appeals.
No finding of fact by the Committee shall be set aside by a court unless
the party contesting the finding shall prove by clear and convincing evidence
that the finding is arbitrary and capricious. No conclusion of law reached by
the Committee shall be reversed by a court unless the party contesting the
conclusion shall demonstrate that the Committee is guilty of manifest disregard
of law.
10.17 LIMITATION ON DAMAGES. In any suit over Plan benefits or rights,
recovery shall be limited to the amount of benefits found due, without interest,
or to specific enforcement of rights established under the Plan, and shall not
include any other damages whether denominated incidental, special, consequen-
tial, collateral, compensatory, exemplary, punitive or whatever.
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10.18 MEMBER PLAN DATA. The Committee may issue, or cause to be
issued, from time to time, statements to Employees, Members, and Beneficiaries,
indicating eligibility, Service or other data regarding their Plan benefits. If
any such individual wishes to challenge the accuracy of such data or of any
information issued in response to a request within the terms of sections 105(a)
or 209(a)(1) of ERISA, the individual shall do so in the manner and within the
time limits set forth above in Sections 10.09 - 10.17
10.19 ADVISORS NOT FIDUCIARIES. The Committee and other Plan fiducia-
ries may solicit the advice of attorneys, actuaries, accountants, consultants
and other professionals and may rely upon their advice in the performance of
duties under the Plan. No such advisor shall be considered a fiduciary by
virtue of having advised a fiduciary but shall be a fiduciary only to the extent
he expressly accepts that role.
10.20 PROCEDURE FOR PROCESSING DOMESTIC RELATIONS ORDER. Any domestic
relations order within the meaning of ERISA section 206(d)(3)(B)(ii) and Code
section 414(p)(1)(B) shall be referred to the Committee as soon as it is
received by the Plan. The Committee shall review the order and promptly notify
the Member and each alternate payee (at the address included in the domestic
relations order) of the receipt of such order and of the Plan's procedures for
determining the qualified status of domestic relations orders. Each alternate
payee may designate in writing a representative for receipt of copies of notices
that otherwise are sent to the alternate payee with respect to a domestic
relations order. The term "alternate payee" means any spouse, former spouse,
child or other dependent of a Member, who is recognized by the domestic rela-
tions order as having a right to receive all, or a portion of, the benefits
payable under the Plan to the Member.
The Committee shall have full authority to interpret and apply domestic
relations orders, ERISA section 206(d)(3), and Code section 414(p). This grant
of authority shall be broadly construed and shall include the authority to
interpret and apply ambiguous terms, and to supply missing terms reasonably
necessary to a determination of the qualified status of a domestic relations
order. Within a reasonable period after receipt of the order, the Committee
shall determine whether the order is a Qualified Domestic Relations Order within
the meaning of ERISA section 206(d)(3)(B)(i) and Code section 414(p)(1)(A) and
shall notify the Member and each alternate payee of the determination. In
making the determination, the Committee may consult with and rely upon advisors.
10.21 PROCEDURES FOR PERIOD DURING WHICH DETERMINATION IS BEING MADE.
(a) During any period in which the issue of whether a domestic
relations order is a Qualified Domestic Relations Order is being determined (by
the Committee, by a court of competent
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jurisdiction, or otherwise), the Committee shall maintain a separate
bookkeeping account for the amounts (hereinafter in this Section referred to
as the "segregated amounts") which would have been payable to the alternate
payee during such period, if the order had been determined to be a Qualified
Domestic Relations Order.
(b) If within the 18-month period described in Section 10.21(e), the
order (or modification thereof) is determined to be a Qualified Domestic
Relations Order, the Committee shall pay the segregated amounts (including any
interest thereon) to the individual or individuals entitled thereto. The Plan
shall pay interest on segregated amounts and, for purposes of determining the
interest payable on segregated amounts, the Trustee may refer to any generally
accepted interest index and pay interest in accordance with that index.
(c) If within the 18-month period described in Section 10.21(e) --
(1) It is determined that the order is not a Qualified Domestic
Relations Order, or
(2) The issue as to whether such order is a Qualified Domestic
Relations Order is not resolved,
then the Committee shall pay the segregated amounts (including any interest
thereon) to the individual or individuals who would have been entitled to such
amounts if there had been no order.
(d) Any determination that an order is a Qualified Domestic Relations
Order, which is made after the close of the 18-month period described in Section
10.21(e), shall be applied prospectively only.
(e) For purposes of this Section, the 18-month period described in
this Section 10.21(e) is the 18-month period beginning with the date on which
the first payment would be required to be made under the domestic relations
order.
10.22 SINGLE-SUM DISTRIBUTIONS TO ALTERNATE PAYEES. Notwithstanding
anything to the contrary, an immediate, single-sum distribution may be made to
an alternate payee under the terms of a Qualified Domestic Relations Order,
provided such order directs that the alternate payee's benefit be paid in a
single sum and further stipulates that payment of the single sum shall be in
full satisfaction of the alternate payee's right, title and interest in the
Plan.
ARTICLE 11: AMENDMENT, TERMINATION OR MERGER
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11.01 AMENDMENT. American Mutual Life Insurance Company shall have the
right to amend the Plan in writing at any time and in any respect whatsoever,
provided that no amendment shall be made which would deprive any Member retroac-
tively of the vested portion of the Member's Account or make it possible for any
part of the Trust Fund to be used for or diverted to purposes other than for the
exclusive benefit of the Members and their Beneficiaries (except for refunds as
provided in Section 12.04). When making decisions regarding Plan amendments,
the Committee, the Board, and their agents act in a corporate and not a fiducia-
ry capacity.
11.02 TERMINATION. Although American Mutual Life Insurance Company
intends to continue the Plan, the Plan may be terminated by written action of
the Board at any time and for any reason. In the event of the termination or
partial termination of the Plan or upon the complete discontinuance of contribu-
tions under the Plan, the rights of each affected Member to the Member's Account
on the date of such termination or discontinuance shall be nonforfeitable and
fully vested. Subject to the distribution requirements of Article 6, payment of
such amounts to each Member or Beneficiary, upon the termination of the Plan or
upon the complete discontinuance of contributions under the Plan, shall be made
by the Trustee at such time and in such manner as is directed by the Committee,
provided, however, that all Members and Beneficiaries similarly situated shall
be treated in a nondiscriminatory manner. Distribution of Pretax Accounts shall
commence only if a successor defined contribution plan, as defined in Reg.
section 1.401(k)-1(d)(3), has not been established by the Company.
11.03 MERGER. In the case of any merger or consolidation of this Plan
and/or the Trust Fund with, or any transfer of the assets or liabilities of the
Plan and/or Trust Fund to, any other plan, or the transfer of assets or liabili-
ties of another plan to the Plan, the terms of such merger, consolidation or
transfer shall be such that each Member would receive (in the event of termina-
tion of the other plan or this Plan or its successor immediately thereafter) a
benefit which is no less than the Member would have received in the event of
termination of the Plan immediately before such merger, consolidation or
transfer.
11.04 REPRESENTATIONS CONTRARY TO PLAN. No employee, supervisor,
officer or director of the Company has authority to alter, vary or modify the
terms of the Plan, except in writing through the Plan's formal amendment
procedures set forth in Section 11.01. No representation contrary to the terms
of the Plan and the formal amendments thereto shall be binding on the Plan, the
Trustee, the Committee, or the Company.
ARTICLE 12: ESTABLISHMENT OF TRUST
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12.01 AGREEMENTS OF TRUST. To implement the Plan, American Mutual Life
Insurance Company has entered or will enter into one or more Trust Agreements,
so that funds earmarked under the Plan shall be segregated from the Company's
own assets and held in trust by the Trustee for the exclusive benefit of the
Members or their Beneficiaries (except for refunds as provided in
Section 12.04).
12.02 TRUSTEE. One or more banks or trust companies shall be appointed
by the Committee or by such other individual or individuals as shall be autho-
rized by the Committee, as Trustee of the Trust Fund. The primary duty of the
Trustee is to hold, invest and reinvest the Trust Fund, and the powers and
duties of the Trustee shall be as described in a Trust Agreement between the
Company and the Trustee.
The Trust Agreement shall be deemed to form a part of this Plan and any or
all benefits which may accrue to any Member under this Plan shall be subject to
the terms and conditions of said Trust Agreement.
12.03 TRUST FUND FOR EXCLUSIVE BENEFIT OF MEMBERS AND BENEFICIARIES.
Except as otherwise provided in Section 12.04, it shall be impossible under any
circumstances at any time for any part of the corpus or income of the Trust Fund
to be used for, or diverted to purposes other than for the exclusive benefit of
Members and their Beneficiaries.
12.04 REFUND OF CERTAIN COMPANY CONTRIBUTIONS. Notwithstanding
anything to the contrary:
(a) Any contribution made to the Plan by the Company by a mistake of
fact shall be returned to the Company as soon as practicably possible following
discovery of the mistake, but not later than one year after the payment of the
contribution;
(b) All contributions made to the Plan by the Company are conditioned
upon initial qualification of the Plan under the Code and, if the Plan receives
an adverse determination with respect to its initial qualification, then all
contributions shall be returned to the Company within one year after such
determination, but only if application for the determination is made by the time
prescribed by law for filing the Company's return for the taxable year in which
the Plan was adopted, or such later date as the Secretary of the Treasury may
prescribe; and
(c) Each contribution made to the Plan by the Company is conditioned
upon the deductibility of the contribution under section 404 of the Code and, to
the extent the deduction is disallowed, the contribution shall be returned to
the Company (to the extent disallowed), as soon as practicably possible follow-
ing disallowance of the deduction, but not later than one year after
disallowance.
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The maximum amount that may be returned to the Company under
Section 12.04(a) or (c) is the excess of:
(d) the amount contributed by the Company, over, as relevant,
(e) (1) the amount that would have been contributed had no mistake of
fact occurred, or
(2) the amount that would have been contributed had the contribution
been limited to the amount that is deductible after any disallowance by the
Internal Revenue Service.
Earnings attributable to the excess contribution may not be returned to the
Company under Section 12.04(a) or (c), but losses attributable thereto must
reduce the amount to be so returned. Furthermore, if the withdrawal of the
amount attributable to the mistaken or nondeductible contribution would cause
the balance of the Account of any Member or Beneficiary to be reduced to less
than the balance which would have been in the Account had the mistaken or
nondeductible amount not been contributed, then the amount to be returned to the
Company must be limited so as to avoid such reduction.
In the case of a reversion Section 12.04(b), the entire assets of the Plan
attributable to Company contributions shall be returned to the Company.
ARTICLE 13: TOP-HEAVY REQUIREMENTS
13.01 TOP-HEAVINESS DETERMINATION. The Plan is Top-Heavy for a Plan
Year if, as of the last day of the preceding Plan Year, based on valuations as
of such date, the present value of the cumulative accrued benefits under any
Company defined benefit plan and of Accounts under this Plan and any other
defined contribution plan, and including any part of any accrued benefit or
account value distributed from this Plan or any other Company (or Affiliated
Company) plan within the 5-year period ending on the last business day of the
Plan Year, of key employees (as defined in section 416(i) of the Code) exceeds
60% of a similar sum for all employees under each plan of the Company and any
Affiliated Company in which a key employee participates and each other plan of
the Company or any Affiliated Company, which enables any such plan to meet the
requirements of section 401(a)(4) or 410 of the Code. Accounts and benefits
shall not be taken into account with respect to any individual who has not
performed any service for the Company or an Affiliated Company at any time
during the 5-year period ending on the last business day of the Plan Year.
13.02 EFFECT OF TOP-HEAVINESS. If the Plan is Top-Heavy in a Plan
Year, the following provisions apply:
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(a) A Member who is credited with Service in a Plan Year in which the
Plan is Top-Heavy shall be 100% vested in the Member's Account under the Plan,
if the Member has earned three Years of Service by the close of the Plan Year.
This provision shall continue to apply to the Member even after the Plan ceases
to be Top-Heavy.
(b) A Member who is not a key employee shall receive a five percent
Company contribution. Basic Contributions and Supplemental Contributions shall
be counted as Company contributions for this purpose. Matching Contributions
and Pretax Contributions shall be disregarded.
(c) In determining whether the requirements of section 415(e) of the
Code have been met, the 1.25 factor shall be replaced by 1.0.
ARTICLE 14: MISCELLANEOUS
14.01 EMPLOYMENT RIGHTS. Participation in this Plan shall not give to
any Member the right to be retained in the employ of the Company, or any
Affiliated Company, nor, upon dismissal, to have any rights other than as
described in this Plan.
14.02 HEADINGS. The headings are for reference only. In the event of a
conflict between a heading and the content of a section, the content of the
section shall control.
14.03 NUMBER AND GENDER. The masculine pronoun when used herein shall
include the feminine pronoun, and the singular number shall include the plural
number, unless the context of the Plan requires otherwise.
14.04 CONSTRUCTION. Except to the extent preempted by federal law, the
provisions of the Plan shall be interpreted in accordance with the laws of the
State of Iowa.
14.05 ADOPTION OF PLAN CONTINGENT UPON IRS APPROVAL. Notwithstanding
anything in this Plan to the contrary, the adoption of this Plan by American
Mutual Life Insurance Company is contingent upon a determination by the Internal
Revenue Service that the Plan qualifies as a tax-exempt retirement program under
sections 401(a) and 501(a) of the Code. If the Internal Revenue Service fails
to issue a favorable letter of determination, American Mutual Life Insurance
Company, at its discretion, may treat the adoption of this Plan, and any Plan
merger which occurs on or after the Effective Date as null and void. Title I,
Part 1 of ERISA shall not apply to this Plan unless and until the Internal
Revenue Service issues a written determination that the Plan is qualified under
sections 401(a) and 501(a) of the Code.
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AMERICAN MUTUAL LIFE INSURANCE COMPANY
By: /s/ Victor N. Daley
--------------------------------------
Title: Chairman of the Benefit and Pension
Committee
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ALL*AMERUS SAVINGS & RETIREMENT PLAN
FOR EMPLOYEES OF AMERICAN MUTUAL LIFE
APPENDIX A: ADOPTING COMPANIES
1. American Mutual Life Insurance Company
2. AmerUs Properties, Inc.
A-1
<PAGE>
ALL*AMERUS SAVINGS & RETIREMENT PLAN
FOR EMPLOYEES OF AMERICAN MUTUAL LIFE
APPENDIX B: CALCULATION OF SUPPLEMENTAL PERCENTAGE
Each Member who was an active participant in the American Mutual Life
Insurance Company Pension Plan or the American Mutual Life Insurance Company
Employee's Pension Plan ("DB Plans") on December 31, 1995, may receive an
Interim Benefit Supplement. A Member's annual Interim Benefit Supplement is the
product of the Member's Supplemental Percentage as determined below and the
Member's Compensation as determined in this Plan.
The actuarial assumptions for determining the Supplemental Percentage are
as follows:
(a) Compensation is projected using a 4.5% salary scale;
(b) The taxable wage base is assumed to increase 4.0% per year;
(c) The Member's accounts in any defined contribution plan are
assumed to accrue 8.0% interest per year;
(d) Conversion of a DC Plan account balance at age 65 to an annual
benefit is accomplished by using the 1983 GAM mortality table (50% male/50%
female) and 8% interest; and
(e) Conversion of a DB Plan benefit to a single sum is accomplished
using the 1983 GAM mortality table (50% male/50% female), and the annual
interest rate on 30-year Treasury securities for August 1995 (6.86%).
The procedure for determining the Supplemental Percentage is as follows:
FIRST STEP. The first step is to determine the retirement benefit that a
Member would have received had the DB Plan (and any nonqualified plan of
deferred compensation) covering that Member not been frozen on December 31,
1995, and had the American Mutual and Central Life defined contribution plans
which covered that Member on December 31, 1995 ("DC Plans") remained in effect.
This calculation is made as follows:
(a) The Member's Compensation at age 64 is projected;
(b) The amount of annual retirement income the Member would have
received as a life annuity beginning at age 65 from the DB Plan, the DC Plans,
and nonqualified plans of deferred compensation covering the Member is deter-
mined by assuming the Member remained covered under those plans until age 65,
and assuming further that
B-1
<PAGE>
the provisions of such plans remained unchanged until
the Member's 65th birthday. For this purpose, it is assumed that a Member
covered under the American Mutual Plans described in Appendix D would receive a
Company contribution equal to 4.5% of Compensation for each Plan Year until the
Member's 65th
B-2
<PAGE>
birthday, and Members covered under the Central Life Plans described in Appendix
C would receive an Employer contribution equal to 3.0% of Compensation until the
Member's 65th birthday.
(c) The result in (b) is divided by the result in (a).
SECOND STEP. The second step is to determine the retirement benefit that a
Member would receive under this Plan, the frozen DB Plan which covered him and
any nonqualified plan of deferred compensation, if there were no Interim Benefit
Supplement. This calculation is made as follows:
(a) The amount of annual retirement income the Member would have
received as a life annuity beginning at age 65 is determined, assuming that he
received Employer contributions equal to 9.0% of Compensation to his Accounts
under this Plan beginning on January 1, 1996, and ending on the Member's 65th
birthday.
(b) The amount of annual retirement income the Member would have
received from a life annuity beginning at age 65 is determined, assuming that he
had transferred the single-sum value of his accrued benefit under the DB Plan to
this Plan, transferred any "defined benefit" nonqualified plan balance to a
nonqualified defined contribution plan and had not made withdrawals from the
account holding such transferred amount.
(c) The sum of (a) and (b) is divided by the Member's projected
Compensation at age 64.
THIRD STEP. The third step is to determine the Supplemental Percentage.
This calculation is performed as follows:
(a) The result of the Second Step is subtracted from the First Step.
If the result is 0 or less, the Supplemental Percentage is 0.
(b) If (a) is greater than 0, the percentage of age 64 Compensation
that is provided by a 1% Supplemental Percentage is determined.
(c) Divide (a) by (b). This is the Supplemental Percentage.
B-3
<PAGE>
ALL*AMERUS SAVINGS & RETIREMENT PLAN
FOR EMPLOYEES OF AMERICAN MUTUAL LIFE
APPENDIX C: CENTRAL LIFE PLAN
C.01 BACKGROUND. Prior to January 1, 1996, certain Plan Members were
covered by the American Mutual Life Insurance Company Flexible Savings Plan
("Central Life Plan"). The accounts Members had under the Central Life Plan
have been transferred to this Plan. This Appendix contains special rules that
apply to Members who were participants in the Central Life Plan.
C.02 SERVICE. Years of service credited under the Central Life Plan as of
December 31, 1995, shall be credited under this Plan.
C.03 ACCOUNTS. Accounts transferred from the Central Life Plan shall be
administered under this Plan as follows:
(a) A Member's Central Life Plan Salary Reduction Account shall be
treated in the same manner as a Pretax Account;
(b) A Member's Central Life Plan Matching Account shall be treated in
the same manner as a Matching Account;
(c) A Member's Central Life Plan Profit-Sharing Account shall be
treated in the same manner as a Profit-Sharing Account; and
(d) A Member's Central Life Plan Rollover Account shall be treated in
the same manner as a Rollover Account.
C.04 INVESTMENT OPTIONS. Funds invested in the options available under the
Central Life Plan may remain invested in those options. However, any change in
investments is restricted to those options available under the Plan.
C-1
<PAGE>
ALL*AMERUS SAVINGS & RETIREMENT PLAN
FOR EMPLOYEES OF AMERICAN MUTUAL LIFE
APPENDIX D: AMERICAN MUTUAL PLANS
D.01 BACKGROUND. Prior to January 1, 1996, certain Plan Members were
covered by the American Mutual Life Insurance Company Employee's Savings Plus
Plan and the American Mutual Life Insurance Company Employee's Progress Sharing
Plan ("American Mutual Plans"). The accounts Members had under the American
Mutual Plans have been transferred to this Plan. This Appendix contains special
rules that apply to Members who were participants in the American Mutual Plans.
D.02 SERVICE. Periods of employment which constitute years of Service
under the American Mutual Plans shall be credited under this Plan. However,
there shall be no double service credit for any single period of employment.
D.03 ACCOUNTS. Accounts transferred from the American Mutual Plans shall
be administered under this Plan as follows:
(a) A Member's Employer Contribution Account under the Savings Plus
Plan shall be treated in the same manner as a Pretax Account;
(b) A Member's Employer Contribution Account under the Progress
Sharing Plan shall be treated in the same manner as a Profit-Sharing Account;
(c) A Member's Employee Rollover Contribution Account under the
Savings Plus Plan shall be treated in the same manner as a Rollover Account.
(d) A Member's Employee After-Tax Account under the Savings Plus Plan
shall be maintained as a separate subaccount under this Plan. A Member always
shall be 100% vested in that subaccount, and may make withdrawals from this
subaccount at any time. However, a Member shall not be permitted to repay
amounts withdrawn from the subaccount.
D.04 INVESTMENT OPTIONS. Funds invested in the options available under
the American Mutual Plans may remain invested in those options. However, any
change in investments is restricted to those options available under the Plan.
D-1
<PAGE>
AMENDMENT NUMBER ONE
ALL * AMERUS SAVINGS & RETIREMENT PLAN
FOR EMPLOYEES OF AMERICAN MUTUAL LIFE
WHEREAS, AmerUs Life Insurance Company, an Iowa Corporation, (formerly
called American Mutual Life Insurance Company), (the "Company") has heretofore
established and maintains a defined contribution plan for the benefit of certain
of its employees and certain employees of its affiliates designated as the "All
* AmerUs Savings and Retirement Plan for employees of American Mutual Life" (the
"Plan");
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan is hereby amended effective as of February 3,
1997, as follows:
1. The name "AmerUs Life Holdings Inc.," is hereby substituted for the name
"American Mutual Life Insurance Company" in each place where the latter
name appears in the Plan.
2. Section T.23 is amended by adding the following new sentence immediately
after the first sentence thereof:
"An investment option may consist of a fund invested solely in
"qualifying employer securities" within the meaning of Section
407(d)(5) of ERISA without regard to the limitation on such investment
contained in Section
<PAGE>
407(a)(3) of ERISA pursuant to Section 407(b)(1) of ERISA."
3. Article 5 is amended by inserting the following new Section 5.05 appearing
therein and the remaining of Sections of such Articles are appropriately
renumbered:
"SECTION 5.06. SHAREHOLDER RIGHTS WITH RESPECT TO COMPANY STOCK. (a)
VOTING SHARES OF COMPANY STOCK. The Trustee shall vote, in person or
by proxy, shares of common stock of AmerUs Life Holdings Inc.,
("Company Stock") held by the Trustee as instructed by Members. Each
Member shall be entitled to give voting instructions (i) with respect
to the number of shares of Company Stock allocated to his Account and
(ii) a portion of the aggregate number of shares of Company Stock held
by the Trustee for which no instructions are timely received by the
Trustee, as of the shareholder record date for such vote. Such
portion shall be determined by multiplying the aggregate number of
shares described in paragraph (ii) of the preceding sentence by a
fraction of the numerator of which is the number of shares of Company
Stock then allocated to the Accounts of each Member for whom the
Trustee has timely received voting instructions with respect to a
particular meeting of the Company's shareholders and the denominator
of which is the aggregate number of shares of Company Stock then
allocated to the Accounts of all such Members. Written notice of any
meeting of shareholders of the Company and a request for voting
instructions shall be given by the Committee or the Trustee, at such
time and in such manner as the Committee shall determine to each
Member entitled to give instructions for voting shares of Company
Stock at such meeting. The Committee shall establish and pay for a
means by which a Member can expeditiously deliver such voting
instructions to the Trustee. All such instructions shall be
confidential and shall not be disclosed to any person, including any
Company.
(b) TENDER OFFERS. (1) RIGHTS OF MEMBERS. In the event a tender
offer is made generally to the
2
<PAGE>
shareholders of the AmerUs Life Holdings Inc., to transfer
all or a portion of their shares of Company Stock in return for
valuable consideration, including, but not limited to, offers
regulated by section 14(d) of the Securities Exchange Act of 1934,
as amended, the Trustee shall respond to such tender offer in
respect of shares of Company Stock held by the Trustee
in accordance with instructions obtained from Members. Each Member
shall be entitled to instruct the Trustee regarding how to respond to
any such tender offer with respect to the number of shares of Company
Stock then allocated to his account. Each Member who does not provide
timely instructions to the Trustee shall be presumed to have directed
the Trustee not to tender shares of Company Stock allocated to his
account. A Member shall not be limited in the number of instructions
to tender or withdraw from tender which he can give, but a Member
shall not have the right to give instructions to tender or withdraw
from tender after a reasonable time established by the Trustee
pursuant to paragraph (3) below.
(2) DUTIES OF THE COMMITTEE. Within a reasonable time after the
commencement of a tender offer, the Committee shall provide to each
Member:
(i) the offer to purchase as distributed by the offeror to the
shareholders of AmerUs Life Holdings Inc.;
(ii) a statement of the shares of Company Stock allocated to his
or her Account; and
(iii) directions as to the means by which a Member can give
instructions with respect to the tender offer.
The Committee shall establish and pay for a means by which a Member
can expeditiously deliver instructions to the Trustee with respect to
a tender offer. All
3
<PAGE>
such instructions shall be confidential and shall
not be disclosed to any person, including any Company. The Committee
shall transmit, or cause to be transmitted, to the Trustee aggregate
numbers of shares to be tendered or withheld from tender representing
instructions of the Member. The Committee at its election may engage
an agent to receive instructions from Member and transmit them to the
Trustee.
For purposes of allocating the proceeds of any sale or exchange
pursuant to a tender offer, AmerUs Life Holdings Inc., or the
independent record keeper, as the case may be, shall then treat as
having been sold or exchanged from each of the individual Accounts or
Member who provided timely directions to the Trustee under this
Section 5.06 that number of shares of Company Stock subject to such
directions and the proceeds of such sale or exchange shall be
allocated accordingly. The adjustments to individual accounts
pursuant to the provisions of the Plan shall be made by the Company or
the independent record keeper, as the case may be, based on
information supplied by AmerUs Life Holdings Inc., or the Trustee.
(3) DUTIES OF THE TRUSTEE. The Trustee shall follow the instructions
of the Member with respect to the tender offer as transmitted to the
Trustee. The Trustee may establish a reasonable time, taking into
account the time restrictions of the tender offer, after which it
shall not accept instructions of Member.
4. Section 5.07 of the Plan (as renumbered) is amended by adding the following
new sentence at the end thereof:
4
<PAGE>
"For purposes of this Article 5 (other than Section 5.05), a
beneficiary shall have all the rights of a member prior to the
distribution of the beneficiaries account pursuant to Article 6."
5. Appendix A is amended by deleting AmerUs Properties, Inc., and including:
AmerUs Life Insurance Company
5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by its duly authorized Officers on this 31st day of January, 1997.
AMERUS LIFE INSURANCE COMPANY
By: /s/ Victor N. Daley
_______________________________
Victor N. Daley
Title: Chairman,
Benefits and Pension Committee
ATTEST:
By: /s/ James A. Smallenberger
_______________________________
Title: Senior Vice President and Secretary
___________________________________
<PAGE>
AmerUs Life Holdings, Inc.
418 Sixth Avenue
Des Moines, Iowa 50309
January 31, 1997
AmerUs Life Holdings, Inc.
418 Sixth Avenue
Des Moines, Iowa 50309-2407
Re: AMERUS LIFE HOLDINGS, INC.
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by AmerUs Life Holdings, Inc., an Iowa
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of 400,000 shares of Class A Common Stock, no par value per share,
of the Company (the "Common Stock") which may be issued to employees of the
Company, its subsidiaries or parents pursuant to the All*AmerUs Savings and
Retirement Plan for Employees of AmerUs Life Holdings, Inc. (the "Plan").
I am familiar with the proceedings to date with respect to the Plan
and the proposed issuance of the Common Stock and have examined such records,
documents and questions of law, and satisfied myself to such matters of fact,
as I have considered relevant and necessary as a basis for this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Iowa.
2. The Common Stock issuable upon original issuance will be, as and
when acquired in accordance with the terms and conditions of the Plan, legally
issued, fully paid and non-assessable.
I do not find it necessary for the purposes of this opinion to cover,
and accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the sale of the Common Stock.
<PAGE>
AmerUs Life Holdings, Inc.
January 31, 1997
Page 2
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to me included in or made a part of
the Registration Statement or the Prospectus relating to the Registration
Statement.
Very truly yours,
/s/ James A. Smallenberger
---------------------------
James A. Smallenberger
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
AmerUs Life Holdings, Inc.:
We consent to the use of our report incorporated herein by reference.
KPMG Peat Marwick LLP
Des Moines, Iowa
January 31, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Michael E. Sproule and James A.
Smallenberger, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign a registration
statement on Form S-8 relating to the Class A Common Stock of AmerUs Life
Holdings, Inc. and any and all amendments (including post-effective amendments)
to such registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes he might or could
do in person, ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name this
31st day of January, 1997.
/s/ ROGER K. BROOKS
-------------------
Roger K. Brooks
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Michael E. Sproule and James A.
Smallenberger, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign a registration
statement on Form S-8 relating to the Class A Common Stock of AmerUs Life
Holdings, Inc. and any and all amendments (including post-effective amendments)
to such registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes he might or could
do in person, ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name this
31st day of January, 1997.
/s/ MICHAEL E. SPROULE
----------------------
Michael E. Sproule
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Michael E. Sproule and James A.
Smallenberger, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign a registration
statement on Form S-8 relating to the Class A Common Stock of AmerUs Life
Holdings, Inc. and any and all amendments (including post-effective amendments)
to such registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes he might or could
do in person, ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name this
31st day of January, 1997.
/s/ MICHAEL G. FRAIZER
----------------------
Michael G. Fraizer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Michael E. Sproule and James A.
Smallenberger, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign a registration
statement on Form S-8 relating to the Class A Common Stock of AmerUs Life
Holdings, Inc. and any and all amendments (including post-effective amendments)
to such registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes he might or could
do in person, ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name this
31st day of January, 1997.
/s/ JOHN R. ALBERS
------------------
John R. Albers
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Michael E. Sproule and James A.
Smallenberger, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign a registration
statement on Form S-8 relating to the Class A Common Stock of AmerUs Life
Holdings, Inc. and any and all amendments (including post-effective amendments)
to such registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes he might or could
do in person, ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name this
31st day of January, 1997.
/s/ MALCOLM CANDLISH
--------------------
Malcolm Candlish
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Michael E. Sproule and James A.
Smallenberger, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign a registration
statement on Form S-8 relating to the Class A Common Stock of AmerUs Life
Holdings, Inc. and any and all amendments (including post-effective amendments)
to such registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes he might or could
do in person, ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name this
31st day of January, 1997.
/s/ D. T. DOAN
--------------
D. T. Doan
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Michael E. Sproule and James A.
Smallenberger, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign a registration
statement on Form S-8 relating to the Class A Common Stock of AmerUs Life
Holdings, Inc. and any and all amendments (including post-effective amendments)
to such registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes he might or could
do in person, ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name this
31st day of January, 1997.
/s/ THOMAS F. GAFFNEY
---------------------
Thomas F. Gaffney
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Michael E. Sproule and James A.
Smallenberger, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign a registration
statement on Form S-8 relating to the Class A Common Stock of AmerUs Life
Holdings, Inc. and any and all amendments (including post-effective amendments)
to such registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes he might or could
do in person, ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name this
31st day of January, 1997.
/s/ SAM C. KALAINOV
-------------------
Sam C. Kalainov
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Michael E. Sproule and James A.
Smallenberger, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign a registration
statement on Form S-8 relating to the Class A Common Stock of AmerUs Life
Holdings, Inc. and any and all amendments (including post-effective amendments)
to such registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes he might or could
do in person, ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name this
31st day of January, 1997.
/s/ JOHN W. NORRIS, JR.
-----------------------
John W. Norris, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Michael E. Sproule and James A.
Smallenberger, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign a registration
statement on Form S-8 relating to the Class A Common Stock of AmerUs Life
Holdings, Inc. and any and all amendments (including post-effective amendments)
to such registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes he might or could
do in person, ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name this
29th day of January, 1997.
/s/ JACK C. PESTER
------------------
Jack C. Pester
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Michael E. Sproule and James A.
Smallenberger, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities to sign a registration
statement on Form S-8 relating to the Class A Common Stock of AmerUs Life
Holdings, Inc. and any and all amendments (including post-effective amendments)
to such registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes he might or could
do in person, ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has signed his name this
30th day of January, 1997.
/s/ JOHN A. WING
----------------
John A. Wing
